QITC Standing Offer Arrangement (SOA) Conditions - ICT ... · QITC Standing Offer Arrangement (SOA) Conditions – ICT Products and Services to create a SOA under which contracts

QITC Standing Offer Arrangement (SOA) Conditions – ICT Products and Services to create a SOA under which contracts may be established using the Comprehensive Contract Conditions – ICT Products and Services

Standing Offer Arrangement (SOA) Conditions – ICT Products and Services page 2 of 23

Standing Offer Arrangement (SOA) Conditions – ICT Products and Services – Issued October 2017 – Version 1.0.1

Part A – Standing Offer Arrangement (SOA) 4

1 Standing Offer Arrangement (SOA) 4

1.1 When SOA is formed 4 1.2 Interpretation 4 1.3 Hierarchy 4 1.4 SOA Additional Provisions 4

2 Nature of the SOA and Contracts 5

3 Contracts 5

4 Role of Principal 5

5 Eligible Customers 6

6 SOA term 6

7 No exclusivity 6

8 No minimum volumes 6

9 Supplier general obligations under the SOA 6

10 Supplier general representations and warranties under the SOA 7

11 Requirements and Specifications for Products and/or Services 7

12 Pricing 7

12.1 No SOA payments 7 12.2 Price review 8

13 Acknowledgements and certifications 8

14 Liability 8

14.1 Contribution 8 14.2 Consequential Loss 8 14.3 Mitigation 8

15 Indemnity 8

16 Intellectual Property Rights 9

16.1 Existing SOA Material 9 16.2 New SOA Material 9 16.3 Warranty of authorisation 9

17 Principal Data 9

18 Confidentiality 10

18.1 Mutual obligations of confidentiality 10 18.2 Permitted disclosures 10 18.3 Publicity 10 18.4 Return or destruction of material 10

19 Privacy 11

19.1 Supplier’s privacy obligations 11 19.2 Notification of breach 11

20 Anti-competitive conduct, conflict of interest and criminal organisations 11

20.1 Anti-competitive conduct 11 20.2 Conflict of Interest 12 20.3 Criminal organisations 12 20.4 Warranties are ongoing 12



21 Termination and suspension 12

21.1 Termination for cause – by Principal 12 21.2 Termination for convenience – by Principal 13 21.3 Suspension 13 21.4 Consequences 13

22 Assignment 13

23 Performance Reviews 13

24 Changes 14

25 Contract reporting 14

26 Notices 15

27 General 15

27.1 Entire agreement 15 27.2 Disputes 15 27.3 Waiver 15 27.4 Rights cumulative 15 27.5 Variations 15 27.6 Relationship of the parties 15 27.7 Survival 15 27.8 Costs 16 27.9 Governing law 16

28 Comprehensive Contract Conditions which do not apply to the Contract 17

29 Contract 17

29.1 When Contract is formed 17 29.2 Interpretation 17 29.3 Customer Additional Provisions 18

30 Customer may enforce the SOA 18

31 Supply of Products and/or Services 18

32 Complimentary Products and/or Services 18

33 Consent to provision of Contract information 18

34 Termination 18

35 General 19

36 Definitions 20

36.2 Interpretation 23



Standing Offer Arrangement (SOA) Conditions

For ICT Products and Services

These Standing Offer Arrangement (SOA) Conditions are to be used in connection with the

SOA Details.

Part A – Standing Offer Arrangement (SOA)

These terms and conditions apply between the Principal and the Supplier.

1 Standing Offer Arrangement (SOA)

1.1 When a SOA is formed

(a) The SOA will be formed between the Principal and the Supplier on the date when the authorised representatives of both parties have signed the appropriate section of the SOA Details as a deed.

(b) The SOA may consist of a number of counterparts and if so, the signed counterparts taken together constitute one document.

1.2 Interpretation

(a) The definitions and rules of interpretation for the SOA are set out in Part C of these SOA Conditions.

(b) Words and expressions used but not defined in these SOA Conditions have the meaning given to them in the Comprehensive Contract Conditions or Modules.

1.3 Hierarchy

(a) The following documents constitute the entire SOA between the Principal and the Supplier.

(i) the SOA Conditions;

(ii) the SOA Details, including the Template SOA Order Documents, but excluding any other document which the SOA Details state will form part of the SOA or is otherwise expressly incorporated by reference in the SOA);

(iii) any SOA Additional Provisions; and

(iv) any document which the SOA Details state will form part of the SOA or is otherwise expressly incorporated by reference in the SOA.

(b) If there is any inconsistency between the documents which make up the SOA, then the documents listed in clause 1.3(a) above will prevail in descending order of precedence.

(c) The SOA supersedes all prior representations, agreements, statements and understandings between the Principal and the Supplier, whether oral or in writing, relating to the subject matter of the SOA.

1.4 SOA Additional Provisions

(a) Subject to clause 1.4(b), the Principal and the Supplier may agree to include SOA Additional Provisions.

(b) SOA Additional Provisions take effect only to the extent they are additional to, and do not detract from the parties’ rights and obligations under, the terms and conditions of the SOA Conditions, Comprehensive Contract Conditions and the Modules, provided that any SOA Additional Provisions included to enable the Principal or Eligible Customers to comply with applicable legislative or policy requirements are deemed not to detract from the parties’ rights and obligations.



2 Nature of the SOA and Contracts

(a) The SOA is a standing offer made by the Supplier to Eligible Customers to enter into one or more Contracts in accordance with the SOA Conditions to procure Products and/or Services from the Supplier.

(b) The SOA sets out the terms on which the Supplier will provide the Products and/or Services to Eligible Customers.

(c) Eligible Customers may enter into a Contract with the Supplier under the SOA, in accordance with clause 3 below. Any Contract entered into between an Eligible Customer and the Supplier under the SOA will be on the terms and conditions specified in clause 29.

(d) Any Customer, although not a party to the SOA, may take the benefit of, and seek to enforce, the SOA to the extent that such enforcement is required to enable the Customer to obtain the benefit of a Contract with the Supplier entered into under the SOA.

3 Contracts

(a) Subject to clause 3(b), a Contract will be formed for the supply of Deliverables described in the SOA Order Documents when:

(i) if the Eligible Customer indicates that both parties must sign the SOA Order for a Contract to be established, the Authorised Representatives of the Eligible Customer and Supplier sign the appropriate section of the SOA Order, and if on different dates, the date when the last party signs; or

(ii) otherwise, the Supplier receives the SOA Order Documents from an Eligible Customer and either:

A. confirms it will supply to the Customer the Products and/or Services requested in the SOA Order Documents; or

B. commences to supply to the Products and/or Services the subject of the SOA Order Documents

whichever occurs first.

By entering into a Contract, the Customer appoints the Supplier to provide the Deliverables and the Supplier accepts the appointment.

(b) A Contract will not be formed where, at the time the parties sign the SOA Order in accordance with clause 3(a)(i) or when the Supplier receives the SOA Order Documents in accordance with clause 3(a)(ii), the SOA is suspended or has been terminated.

(c) The Contract formed in accordance with clause 3(a) will create a separate Contract between the Supplier and the Eligible Customer for the supply of the Products and/or Services specified in the SOA Order Documents. Each Contract will be a separate contract.

(d) The Supplier must perform all of its obligations under each Contract for the benefit of the relevant Customer.

(e) The Supplier agrees to provide the Deliverables specified in the SOA Details, at the Price specified in the SOA Details, to a Customer in accordance with the SOA and any Contract formed in accordance with clause 29.1.

(f) Notwithstanding any other provision of the SOA Conditions, on request by the Principal, the Supplier must promptly provide the Principal with copies of any Contract made with an Eligible Customer, including any SOA Order Documents placed by an Eligible Customer, under the SOA.

4 Role of Principal

(a) The Principal’s only obligation under the SOA is to administer the SOA on behalf of Eligible Customers.

(b) The SOA does not impose any obligation on the Supplier to provide Products and/or Services to the Principal in its capacity as the Principal.



(c) The Principal is not obliged to purchase any Products and/or Services from the Supplier under the SOA and will not be a party to any Contracts unless a Contract has been formed with the Principal as the Customer under clause 29.1.

(d) The Principal will not have any obligations under Contracts in its capacity as Principal. The Supplier is responsible for everything else necessary to perform the SOA.

5 Eligible Customers

(a) The Supplier acknowledges that provisions of these SOA Conditions are intended for the benefit of Eligible Customers and may be enforced by the Principal on behalf of all Eligible Customers.

(b) The Supplier acknowledges that Eligible Customers do not have any obligations to the Supplier under this SOA.

6 SOA term

(a) The SOA starts on the start date in the SOA Details and continues for the period set out in the SOA Details, including any extension options which are exercised, unless earlier terminated in accordance with these SOA Conditions.

(b) The Principal must give notice of its intention to exercise any extension option in accordance with the SOA Details.

(c) Unless otherwise agreed in writing between the parties, any extension of the SOA term will be on the same terms and conditions, including Price.

(d) Unless agreed otherwise in a Contract, the term of the Contract (including extensions) may continue after the SOA term ends, for any reason. However, new Contracts cannot be entered into under the SOA after the SOA term ends.

7 No exclusivity

The Supplier acknowledges that it is not the exclusive supplier of the Products and/or Services and:

(a) the Principal may appoint other suppliers to provide products and/or services which are identical or similar to the Products and/or Services to Eligible Customers; and

(b) Eligible Customers may engage other suppliers to (or themselves) provide products and/or services which are identical or similar to the Products and/or Services.

8 No minimum volumes

The Supplier acknowledges that the Principal has not made any representations or commitments that any Eligible Customers will enter into any Contracts under the SOA. Neither the Principal nor any Eligible Customer make any commitment to:

(a) enter into any Contracts; or

(b) purchase any or any minimum volume, quantity, value or amount of Products and/or Services from the Supplier, except as agreed in a finalised Contract between a Customer and the Supplier.

9 Supplier general obligations under the SOA

The Supplier must:

(a) perform the governance activities specified in the SOA Details;

(b) liaise with and report to the Principal’s nominated officer about the performance of the SOA;

(c) attend meetings with, or provide briefings to, the Principal’s nominated officers, as reasonably required by the Principal from time to time;

(d) promptly comply with all reasonable requests or directions of the Principal in relation to the Supplier’s performance of the SOA;



(e) cooperate with Eligible Customers in relation to potential Contracts;

(f) create and maintain records of its performance of Contracts in accordance with usual industry practice for the provision of products and services similar to the Deliverables. The Supplier will give the Principal reasonable access to and copies of records on reasonable request;

(g) provide reports as and when reasonably requested by the Principal;

(h) obtain and maintain the authorisations described in the SOA Details and any other accreditations, licences, permits, permissions and authorities necessary for the Supplier to perform the Contracts. The Supplier must, upon request by the Principal, provide evidence that it has complied with this clause;

(i) do anything and execute any document that the Principal reasonably asks, to give effect to this SOA; and

(j) if the Supplier is a government owned business, local government, or Commonwealth, State or Territory authority, price its offer to comply with any applicable competitive neutrality principles of the Supplier’s jurisdiction.

10 Supplier general representations and warranties under the SOA

The Supplier represents and warrants that, on the start date specified in the SOA Details and at all times during the term of the SOA:

(a) the execution of the SOA has been properly authorised;

(b) it is entitled to enter into the SOA and to perform its obligations under the SOA;

(c) it has the full corporate power to execute, deliver and perform its obligations under the SOA;

(d) it will perform its obligations under the SOA and all Contracts entered into under the SOA in compliance with all Laws, and any codes, policies, guidelines and standards specified in the SOA Details;

(e) it will cooperate with the Principal;

(f) it will act reasonably with respect to matters that arise out of, or in connection with, the SOA; and

(g) to the extent that it is reasonably possible, it will perform its obligations so as to avoid hindering the performance of the Principal.

11 Requirements and Specifications for Products and/or Services

All Products and/or Services provided by the Supplier to a Customer under a Contract entered into under the SOA, unless otherwise specified by the Principal, must comply in all aspects with: (a) the terms of the SOA and any Contract, including the Requirements and Specifications

specified in the SOA Details;

(b) applicable Laws;

(c) any applicable Government code, policy or guideline; and

(d) any current Australian/New Zealand Standard and where an Australian/New Zealand Standard does not exist, the relevant current International Standard (ISO),

including any that may be introduced or varied during the term of the SOA, which govern the provision of the Products and/or Services.

12 Pricing

12.1 No SOA payments

(a) The Prices specified in the SOA Details are the Prices that will be payable by Customers that enter Contracts for Products and/or Services pursuant to the SOA.

(b) No payment is due to the Supplier for the performance of the Supplier’s obligations under the SOA.



12.2 Price review

(a) The parties may review the Prices in accordance with any Price review mechanism in the SOA Details.

(b) No other Price change or new Price will be effective unless varied in accordance with clause 27.5.

(c) Price reviews under the SOA will apply automatically to all new Contracts under the SOA entered into after the date that the Price review takes effect.

(d) All existing Contracts are subject to the Price review mechanism, if any, in Schedule 1 or 2, as referred to in clause 10.3 of the Comprehensive Contract Conditions.

13 Acknowledgements and certifications

The Supplier:

(a) agrees to provide the Products, Services and other Deliverables to Customers on the terms described in each Contract and in accordance with the SOA;

(b) certifies that it has read, understands and complies with all requirements of the SOA and Contracts;

(c) acknowledges that only proposed SOA and Contract changes which are SOA Additional Provisions agreed in accordance with clause 1.4 will form part of the SOA or Contract (as applicable);

(d) acknowledges that the Principal is relying on the information provided by the Supplier and referenced in the SOA in entering into the SOA, and Customers will rely on that information in entering into Contracts; and

(e) acknowledges that the Principal and Customers may suffer damage if any information provided by the Supplier and referenced in the SOA is incomplete, inaccurate, out-of-date or misleading in any way.

14 Liability

14.1 Contribution

Neither party will be liable to the other, whether in contract, tort (including negligence) or otherwise in connection with the SOA, for loss or damage to the extent that the other party contributed to the loss or damage.

14.2 Consequential Loss

To the extent permitted by Law, neither party will be liable to the other party for any Consequential Loss suffered or incurred by the other party whether in contract, tort (including negligence) or otherwise in connection with the SOA.

14.3 Mitigation

A party who suffers loss or damage must take reasonable steps to mitigate its loss. The other party will not be responsible for any loss, damage or expenses to the extent that the injured party could have avoided or reduced the amount of the loss, damage or expense, by taking reasonable steps to mitigate its loss.

15 Indemnity

The Supplier releases, discharges and indemnifies the Principal and its Personnel from and against any loss, damage, liability, cost or expense (including legal expenses) suffered or incurred by any of them, whether in contract, tort (including negligence), or otherwise in connection with any: (a) failure by the Supplier or its Personnel to comply with applicable Laws;

(b) fraudulent or willfully wrong act or omission of the Supplier or its Personnel;

(c) claim of Intellectual Property Rights or Moral Rights infringement relating to the SOA;

(d) breach by the Supplier or its Personnel of any obligation under clause 18 or 19; or



(e) Claim by a third party relating to this SOA.

16 Intellectual Property Rights

16.1 Existing SOA Material

(a) Each party retains all its Intellectual Property Rights which existed as at the start date of the SOA, or which are developed independently of the SOA.

(b) If the Supplier provides Existing SOA Material to the Principal and that Existing SOA Material comprises of, or incorporates the Intellectual Property Rights of the Supplier, the Supplier grants the Principal an irrevocable, unconditional (subject to this clause), perpetual, royalty-free, non-exclusive, worldwide, transferable and sublicensable licence to exercise all such Intellectual Property Rights in that Existing SOA Material for any purpose of the Principal associated with the administration and management of the SOA and for such other purposes specified in the SOA Details.

(c) If the Supplier provides Existing SOA Material to the Principal, and that Existing SOA Material comprises of, or incorporates the Intellectual Property Rights of third parties, the Supplier must grant (or procure the grant by the applicable third party) to the Principal a non-exclusive licence to exercise all such Intellectual Property Rights in that Existing SOA Material for any purpose of the Principal associated with the administration and management of the SOA and for such other purposes specified in the SOA Details, subject to any terms and conditions (including licence terms and conditions) specified in the SOA Details.

16.2 New SOA Material

(a) Subject to clause 17 and unless otherwise specified in the SOA Details, Intellectual Property Rights in New SOA Material will be owned by the Supplier.

(b) The Supplier grants the Principal an irrevocable, unconditional (subject to this clause), perpetual, royalty-free, non-exclusive, worldwide, transferable and sublicensable licence to exercise all Intellectual Property Rights in the New SOA Material for any purpose of the Principal associated with the administration and management of the SOA and for such other purposes specified in the SOA Details.

(c) If the SOA Details specify that the Principal owns all Intellectual Property Rights in the New SOA Material, the Principal grants to the Supplier an irrevocable, unconditional, perpetual, royalty-free, non-exclusive, worldwide, non-transferable and sublicensable licence to exercise all such Intellectual Property Rights in that material for any purpose of the Supplier, subject to the Supplier removing any of the Confidential Information and Personal Information incorporated or otherwise contained in the New SOA Material prior to exercising its rights under this clause and the Supplier will confirm to the Principal when this has been done.

16.3 Warranty of authorisation

(a) The Supplier warrants that it is authorised to grant the rights in this clause 16.

(b) The Supplier warrants that the Existing SOA Material and New SOA Materials and the use of those materials as permitted by this SOA will not infringe the Intellectual Property Rights or Moral Rights of any person.

17 Principal Data

(a) As between the Principal and the Supplier, the Principal owns all Principal Data, including any Intellectual Property Rights in Principal Data, on and from creation.

(b) The Supplier has no right, title or interest in the Principal Data except as specified in this clause.

(c) The Supplier must not use, access, modify or disclose Principal Data to any person except to its Personnel on a need to know basis to perform the SOA or Contracts and in accordance with all applicable Laws.



(d) The Supplier must comply with clause 19 and all applicable Laws in relation to Principal Data which is Personal Information.

(e) The Supplier must provide reasonable assistance to the Principal on request to enable the Principal to comply with laws, policies and standards applicable to the Principal in relation to Principal Data, including identification, labelling, searching, reporting, copying, retrieval and modification of Principal Data in relation to Personal Information, public records, right to information and information standards.

18 Confidentiality

18.1 Mutual obligations of confidentiality

Each party, as Recipient must: (a) keep confidential all Confidential Information of the Discloser;

(b) not use the Confidential Information except for the purposes of the SOA; and

(c) not disclose the Confidential Information, except:

(i) to its Personnel on a need to know basis for the purposes of the SOA;

(ii) with the Discloser’s consent;

(iii) to the extent required by Law;

(iv) to its professional advisors; or

(v) in the case of the Principal:

A. to a Minister, their advisors or Parliament;

B. as required under the Right to Information Act or the Information Privacy Act;

C. to Eligible Customers; or

D. it may disclose the terms of the SOA to any Queensland Government Body, excluding any such Queensland Government Body which is a direct competitor of the Supplier.

18.2 Permitted disclosures

(a) The Principal may publish information about the SOA on the Queensland Government’s contract directory, where required or recommended by Government policy.

(b) Where the Recipient discloses the Confidential Information to a third party as permitted under this SOA, the Recipient must inform the third party of the confidential nature of the Confidential Information, and will be responsible for all use and disclosure of the Confidential Information by the Recipient’s Personnel and professional advisors.

(c) If the Principal requests, the Supplier must obtain from its Personnel a signed confidentiality deed in a form acceptable to the Principal which covers all Confidential Information provided by the Principal to the Supplier under the SOA.

18.3 Publicity

The Supplier must not make any public announcement or advertisement relating to the SOA except where the Principal has approved the proposed announcement or advertisement in writing.

18.4 Return or destruction of material

If requested by the Principal, on termination or expiry of the SOA, the Supplier must promptly return or destroy (at the Principal’s option) all Principal Data, Confidential Information and Personal Information of the Principal and will confirm to the Principal when this has been done. The Supplier may retain a copy of any Confidential Information of the Principal to the extent required by Law, or for the Supplier’s reasonable internal credit, risk, insurance, legal and professional responsibilities. Nothing in this clause 18 limits any obligations of the Supplier with respect to the return, destruction or retention of Customer Data, Confidential Information and Personal Information of a Customer under a Contract entered into under the SOA.



19 Privacy

19.1 Supplier’s privacy obligations

(a) This clause 19 applies if the Supplier collects or has access to Personal Information in order to perform its obligations under the SOA.

(b) When performing the SOA, the Supplier must:

(i) if the Principal is an ‘agency’ for the Information Privacy Act, other than for Chapter 3 of the Information Privacy Act – comply with those parts of Chapter 2 of the Information Privacy Act which are applicable to the Principal, as if the Supplier were the Principal; or

(ii) otherwise – comply with the Australian Privacy Principles in the Privacy Act.

(c) The Supplier must:

(i) ensure that Personal Information is protected against loss and against unauthorised access, use, modification, disclosure or other misuse;

(ii) not use Personal Information collected or accessed in connection with the SOA other than for the purpose of performing its obligations under the SOA;

(iii) not disclose Personal Information without the prior written consent of the Principal, unless required or authorised by Law;

(iv) not transfer any Personal Information collected or accessed in connection with the SOA, outside of Australia, except with the prior written consent of the Principal;

(v) ensure that access to Personal Information is restricted to those of its Personnel who require access in order to perform their duties under this SOA;

(vi) ensure that its Personnel are aware of the Supplier’s obligations under this clause 19 and comply with the same obligations imposed on the Supplier under this clause;

(vii) fully cooperate with the Principal to enable the Principal to respond to applications for access to, or amendment of, a document containing a person’s Personal Information and to privacy complaints; and

(viii) comply with such other privacy measures as the Principal reasonably advises the Supplier in writing from time to time.

(d) If the Principal requests, the Supplier must obtain from its Personnel a signed privacy deed in a form acceptable to the Principal which covers all Personal Information provided by the Principal to the Supplier under the SOA.

(e) Nothing in this clause is intended to limit any obligation on the Supplier under the Information Privacy Act or Privacy Act (as applicable) that the Supplier may have as an organisation with respect to Personal Information.

19.2 Notification of breach

The Supplier must immediately notify the Principal upon becoming aware of any:

(a) breach of this clause 19; or

(b) unauthorised access, use, modification, disclosure or other misuse of any Personal Information collected or accessed in connection with the SOA.

20 Anti-competitive conduct, conflict of interest and criminal organisations

20.1 Anti-competitive conduct

(a) The Supplier warrants that neither it, nor its Personnel have engaged in, or will engage in, any collusive, anti-competitive or similar conduct in breach of any Law in connection with the SOA (including any related procurement process) or any actual or potential contract with any entity for products and services similar to the Products and Services.



(b) In addition to any other remedies available to it under Law or contract, the Principal may, in its absolute discretion, immediately terminate the SOA if it believes the Supplier has engaged in collusive or anti-competitive conduct.

20.2 Conflict of Interest

(a) The Supplier warrants that it and its Personnel:

(i) do not hold any office or possess any property;

(ii) are not engaged in any business or activity; or

(iii) do not have any obligations,

where a Conflict of Interest is created, or might appear to be created, in conflict with its obligations under this SOA, except as disclosed in the SOA Details.

(b) The Supplier must promptly notify the Principal if a Conflict of Interest arises, or appears likely to arise, and take such steps to resolve or otherwise deal with the Conflict of Interest to the reasonable satisfaction of the Principal.

(c) If the Principal requests, the Supplier must obtain from its Personnel a signed conflict of interest declaration in a form acceptable to the Principal.

20.3 Criminal organisations

The Supplier warrants that neither it nor its Personnel have been convicted of an offence under the Criminal Code where one of the elements of the offence is that the person is a participant in a criminal organisation within the meaning of the Criminal Code.

20.4 Warranties are ongoing

(a) The warranties in this clause 20 are provided as at the start date of the SOA and on an ongoing basis.

(b) The Supplier warrants that it will immediately notify the Principal if it becomes aware that any warranty made in this clause 20 was inaccurate, incomplete, out-of-date or misleading in any way when made, or becomes inaccurate, incomplete, out-of-date or misleading in any way.

(c) In addition to any other remedies available to it under Law or contract, the Principal may, in its absolute discretion, immediately terminate the SOA if it believes the Supplier has breach a warranty in this clause 20.

21 Termination and suspension

21.1 Termination for cause – by Principal

(a) The Principal may terminate the SOA immediately on written notice if:

(i) any Customer is entitled to or does terminate a Contract entered into under the SOA, for cause;

(ii) the Principal is satisfied that any of the declarations and warranties provided by the Supplier were inaccurate, incomplete, out-of-date or misleading in any way when made, or become inaccurate, incomplete, out-of-date or misleading in any way;

(iii) a Conflict of Interest arises and has not been or in the Principal’s view cannot be appropriately managed to the Principal’s satisfaction;

(iv) the Supplier ceases business or indicates that it is unable or unwilling to complete the SOA or any Contract or to enter into new Contracts;

(v) the Supplier breaches the SOA and the breach cannot be remedied, or the breach can be remedied but the Supplier has not remedied the breach within a reasonable period nominated by the Principal; or

(vi) the Supplier is or becomes Insolvent.

(b) If the Principal terminates under this clause 21.1, the Supplier will pay or reimburse the Principal’s reasonable costs associated with the termination.



21.2 Termination for convenience – by Principal

The Principal may terminate the SOA in its absolute discretion by giving at least 30 days written notice to the Supplier.

21.3 Suspension

(a) The Principal may suspend the SOA immediately on written notice in its absolute discretion, or in any circumstances when it is entitled to terminate the SOA under this clause 21.

(b) The Principal may end the suspension on written notice to the Supplier.

(c) The Supplier will promptly recommence performance after receiving the Principal’s notice ending the suspension.

(d) During any period of suspension, the Supplier must comply with any reasonable directions of the Principal in relation to the subsequent performance of the SOA.

21.4 Consequences

(a) Termination or suspension of the SOA will not affect the accrued rights and remedies of the parties prior to the termination or suspension, or any Contract.

(b) If the Principal terminates or suspends the SOA, the Principal is not required to pay any amount to the Supplier and will have no liability to the Supplier.

(c) The Supplier must continue to perform all Contracts entered into under the SOA:

(i) during any period of suspension of the SOA; and

(ii) after termination or expiry of the SOA,

unless the terms and conditions of that Contract specify otherwise.

(d) No new Contracts may be entered into under the SOA:

(i) during any period of suspension of the SOA; or

(ii) after termination or expiry of the SOA.

22 Assignment

(a) The Supplier must not assign, transfer or novate any of its rights or obligations under the SOA without the Principal’s prior written consent. The Principal will act reasonably in considering a request by the Supplier to assign, transfer or novate the SOA.

(b) The Principal may assign, transfer or novate any of its rights or obligations under the SOA on written notice to the Supplier.

(c) The SOA is for the benefit of, and will bind the parties and their successors and permitted assigns.

(d) The Supplier must execute all documents necessary to give effect to any assignment, transfer or novation of the SOA in accordance with clause 22(b).

23 Performance Reviews

(a) If specified in the SOA Details, the Principal will review the Supplier’s performance in respect of the SOA and any and all Contracts entered into under the SOA on an annual basis or such other period specified in the SOA Details. The purpose of the performance reviews will be for the Principal to assess the Supplier’s performance and its eligibility to continue to be a participant in the SOA. The extent of the Products and/or Services covered by the performance review and the performance review criteria will be as specified in the SOA Details.

(b) The Supplier must attend any performance review meetings and provide such documentation, reports and data, as specified in the SOA Details, as and when required by the Principal. The Principal will be responsible for determining the place, time and agenda for any performance review meetings as notified to the Supplier.



24 Changes

(a) Each party may request a change to:

(i) the scope or description of any Products and/or Services; or

(ii) the requirements, specifications or description of the Requirements and/or Specifications,

by issuing a notice in writing to the other party including all relevant details of the requested change.

(b) If a change is requested by the Principal, then the Supplier must prepare and provide to the Principal a change proposal, prepared in accordance with clause 24(d), within 10 Business Days of the date of receipt of the Principal’s change request. The Principal will provide reasonable assistance to the Supplier to enable the Supplier to properly prepare the change proposal.

(c) If a change is requested by the Supplier, then the Supplier must provide a change proposal, prepared in accordance with clause 24(d), together with the change request notified to the Principal.

(d) A change proposal must specify:

(i) a full description of the requested change;

(ii) where the change is requested by the Supplier, reasons for requesting the change;

(iii) any consequential changes to the terms and conditions of the SOA, including the Price, as a result of implementing the requested change;

(iv) where the change is requested by the Supplier, evidence to substantiate the need for the requested change; and

(v) such other information as reasonably requested by the Principal.

(e) Any proposed change to the Price specified in a change proposal must be based on the Supplier’s reasonable costs which will be directly incurred by the Supplier as a result of the Supplier effecting the Change.

(f) The Principal may accept or reject a change proposal in its absolute discretion. If the Principal accepts the change proposal, then the parties will sign the change proposal and the SOA will be varied as set out in the agreed change proposal in accordance with clause 27.5.

25 Contract reporting

(a) If specified in the SOA Details, the Supplier must prepare and provide a written report to the Principal, on a quarterly basis or at the frequency as specified in the SOA Details, containing the following information about each Contract entered into under the SOA within the relevant reporting period:

(i) Customer name;

(ii) summary of the Deliverables required to be provided under the Contract;

(iii) estimated total value of the Contract;

(iv) Term of the Contract; and

(b) such other information or details reasonably requested by the Principal.

(c) The report must be provided by the Supplier to the Principal within five Business Days of the end of each calendar quarter, or, if the report is to be provided at a different frequency, then within the timeframe specified in the SOA Details.

(d) The report must be prepared in the format reasonably requested by the Principal.

(e) The Supplier must prepare and provide to the Principal the additional reports with the content and in the frequency and format specified in the SOA Details.



26 Notices

(a) Each party must send all notices relating to the SOA to the other party’s authorised representative.

(b) A notice will be deemed to be given:

(i) if posted

A. within Australia to an Australian postal address, 5 Business Days after the date of posting or

B. outside of Australian to an Australian postal address or within Australia to an address outside of Australia, 10 Business days after the date of posting;

(ii) if delivered by hand during a Business Day – on the date of delivery;

(iii) if emailed – subject to clause (c) below, on the date recorded on the device from which the party sent the email, unless the sending party receives an automated message that the email has not been delivered,

except that a delivery by hand or email received after 5:00pm (local time of the receiving party) will be deemed to be given on the next Business Day.

(c) A notice of suspension or termination of the SOA which is sent via email must also be sent by post, hand delivery or in any other way permitted by Law.

27 General

27.1 Entire agreement

(a) The SOA sets out all of the rights and obligations of the Principal and Supplier relating to the subject matter of the SOA. No other terms apply to the SOA.

(b) The Sale of Goods (Vienna Convention) Act 1986 (Qld) does not apply, to the extent that the parties are permitted by Law to exclude it.

27.2 Disputes

Neither party may commence court proceedings or action against the other party under or in connection with the SOA (other than where urgent interlocutory relief is required) unless it has first attempted to resolve the dispute by negotiation.

27.3 Waiver

Clauses and rights in the SOA can only be waived in writing by the waiving party. Failure or delay of a party in exercising a right under the SOA does not waive the party’s rights. A waiver will only waive the particular rights in the particular circumstances and will not waive any other rights, or the same rights in other circumstances.

27.4 Rights cumulative

Except as expressly stated otherwise in the SOA, the rights of a party under the SOA are cumulative and are in addition to any other rights of that party.

27.5 Variations

The SOA Details and any document which the SOA Details state will form part of the SOA or is otherwise expressly incorporated by reference may only be varied by written agreement between the parties signed by authorised representatives of the parties.

27.6 Relationship of the parties

The parties agree that their relationship is of principal and contractor. Nothing in the SOA is intended to create any partnership, joint venture, agency or employment relationship between the parties. The Supplier must not represent itself or allow anyone else to represent that the Supplier is a partner, joint venture, officer or employee of the Principal.

27.7 Survival

(a) Clauses 1.2, 3, 4, 7, 8, 12, 14, 15, 16, 17, 18, 19, 21, 27 and 36; and

(b) any other clause in the SOA which is expressed to survive or by its nature survives,



will survive termination or expiry of the SOA for any reason.

27.8 Costs

Each party will bear its own costs in relation to the preparation, negotiation and execution of the SOA and any variations.

27.9 Governing law

The SOA is governed by and is to be constructed in accordance with the laws applicable in Queensland. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Queensland.



Part B – Contract

These terms and conditions apply to the Contract between the Customer and the Supplier.

28 Comprehensive Contract Conditions which do not apply to the Contract

Clause 1 of the Comprehensive Contract Conditions headed ‘The Contract’ does not apply to the Contract entered into under the SOA and any reference to that clause is to be read as a reference to clause 29 of these SOA Conditions.

29 Contract

29.1 When Contract is formed

The Contract comes into force when:

(i) if the Customer indicates that both parties must sign the SOA Order for a Contract to be established, the Authorised Representatives of the Customer and Supplier sign the appropriate section of the SOA Order, and if on different dates, the date when the last party signs; or

(ii) otherwise, the Supplier receives the SOA Order Documents from a Customer and either:

A. confirms it will supply the Customer the Products and/or Services requested in the SOA Order Documents; or

B. commences to supply the Products and/or Services the subject of the SOA Order Documents.

By entering a Contract, the Customer appoints the Supplier to provide the Deliverables and the Supplier accepts the appointment.

29.2 Documents forming the Contract

(a) The following documents will constitute the entire Contract, which may be established as a result of the SOA, between the Customer and the Supplier:

(i) the documents which make up the SOA in the order of precedence set out in clause 1.3(a) of these SOA Conditions;

(ii) the Modules which are stated as forming part of the Contract in the SOA Order;

(iii) the Comprehensive Contract Conditions – ICT Products and Services;

(iv) the Module Order Forms which correspond to the Modules which are stated as forming part of the Contract in the SOA Order (excluding any Customer Additional Provisions and any document which the Module Order Form states will form part of the Contract or is otherwise expressly incorporated by reference in the Contract);

(v) the SOA Order (excluding any Customer Additional Provisions or any document which the SOA Order states will form part of the Contract or is otherwise expressly incorporated by reference in the Contract);

(vi) any Customer Additional Provisions;

(vii) any Statement of Work;

(viii) any Schedules (excluding any document which the SOA Order or a Module Order Form states will form part of the Contract or is otherwise expressly incorporated by reference in the Contract); and

(ix) any document which the SOA Order or a Module Order Form states will form part of the Contract or is otherwise expressly incorporated by reference in the Contract.

(b) If there is any inconsistency between the terms of the above documents, the documents listed in clause 29.2(a) will prevail in descending order of precedence to resolve the conflict.



(c) The SOA is incorporated into all Contracts and cannot be varied or deleted by the Supplier and/or the Customer in relation to a Contract entered into under the SOA without the prior written consent of the Principal.

(d) If the Contract is terminated, the SOA will not, unless the SOA requires it, be affected in any way whatsoever.

If the SOA is terminated, discharged or in any other way comes to an end, in whole or in part, no Contract will, unless the Contract requires it, be affected in any way whatsoever.

29.3 Customer Additional Provisions

(a) Subject to clause 29.3(b), the Customer and the Supplier may agree to include Customer Additional Provisions.

(b) Customer Additional Provisions take effect only to the extent they are additional to, and do not detract from the parties’ rights and obligations under, the terms and conditions of the SOA Conditions, Comprehensive Contract Conditions and the Modules, provided that any Customer Additional Provisions included to enable the Customer to comply with applicable legislative or policy requirements are deemed not to detract from the parties’ rights and obligations.

30 Customer may enforce the SOA

The Customer, although not a party to the SOA, may take the benefit of, and seek to enforce, the SOA to the extent that such enforcement is required to enable the Customer to obtain the benefit of the Contract with the Supplier.

31 Supply of Products and/or Services

The Supplier must supply the Products and/or Services to the Customer in accordance with the Contract.

32 Complimentary Products and/or Services

(a) Notwithstanding any other provision of the SOA Conditions, the Customer and the Supplier may agree that the Supplier will provide Complimentary Products and/or Services to the Customer under the Contract as specified in the SOA Order.

(b) The Customer and the Supplier may agree all terms governing the provision of the Complimentary Products and/or Services in the SOA Order, including:

(i) Price;

(ii) invoicing and payment terms;

(iii) Service Levels;

(iv) Service Credits; and

(v) Requirements and/or Specifications,

which are applicable to and govern the provision of the Complimentary Products and/or Services.

33 Consent to provision of Contract information

Notwithstanding any other provision of the Contract, each party acknowledges that the other party can provide information about the Contract, including a copy of the Contract, to the Principal.

34 Termination

(a) Without limiting the Customer’s rights under clause 24.1 of the Comprehensive Contract Conditions, the Customer may immediately terminate the Contract where:

(i) the Principal terminates or is entitled to terminate the SOA for cause,

(ii) if the SOA Order permits the Customer to terminate the Contract when the SOA ends (whether through expiration or otherwise), the SOA comes to an end;



(iii) any customer (including the Customer) is entitled to terminate any other contract entered into under the SOA for cause, or

without liability to the Supplier.

(b) Unless the Customer terminates the Contract in accordance with clause 34(a), all terms and conditions of the Contract, including this clause 34, will survive the termination or expiry of the SOA, for any reason.

35 General

Without limiting clause 26.6 of the Comprehensive Contract Conditions:

(a) clauses 29, 30, 33, 35 and 36 of these SOA Conditions; and

(b) any other clause in the Contract which is expressed to survive or by its nature survives,

will survive termination or expiry of the Contract for any reason.



PART C - Definitions and interpretation

36 Definitions

In these SOA Conditions, unless the context otherwise requires, the following definitions will apply. Other capitalised words and expressions used in these SOA Conditions are defined in the Comprehensive Contract Conditions and Modules.

In the event and to the extent of any conflict between the definitions contained within these SOA Conditions and the Comprehensive Contract Conditions or Modules, then the definitions in these SOA Conditions will prevail.

Business Day means any day other than a Saturday, Sunday or public holiday, in relation to the:

(a) SOA – at the Principal’s address; or

(b) Contract – at the Customer’s address.

Comprehensive Contract Conditions means the document titled ‘Comprehensive Contract Conditions – ICT Products and Services’ available at https://publications.qld.gov.au/dataset/qitc-framework.

Complimentary Products and/or Services means products and/or services requested by a Customer pursuant to clause 32, which are:

(a) ancillary, supplementary, related or complimentary to the Products and/or Services; and

(b) specified in the SOA Order.

Confidential Information means all information disclosed by or on behalf of the Principal or the Customer, as applicable, or the Supplier (Discloser) to the other party (Recipient) in connection with the SOA or a Contract or created using that information, which is confidential in nature and designated as confidential, or which a reasonable person receiving the information would realise is sensitive or confidential, and all information to the extent it is derived from that information. Confidential Information does not include any information which:

(a) is or becomes public, except through breach of a confidentiality obligation;

(b) the Recipient can demonstrate was already in its possession or was independently developed by the Recipient; or

(c) the Recipient receives from another person on a non-confidential basis, except through breach of a confidentiality obligation.

Contract means an agreement between the Customer and the Supplier entered into under the SOA and made up of the documents specified in clause 29.

Customer means in relation to the:

(a) SOA – Eligible Customers; and

(b) Contract – the entity specified in the SOA Order.

Customer Additional Provisions means any terms and conditions agreed between the Customer and the Supplier in accordance with clause 29.3 and which are specified in the SOA Order.

Customer Requirements means the standards, Customer Specifications and other requirements for the Deliverables and the performance of the Supplier’s obligations under the Contract, which are set out in the SOA Order Documents.

Customer Specifications:

(a) in respect of Products, Services and Deliverables, mean the requirements set out or referred to in the SOA Order Documents, including all agreed requirements as to quality, functionality, performance, interoperability, testing and other matters;

(b) in respect of any Licensed Software, Hardware and As a Service (where applicable) supplied under the Contract, includes any published specifications of the Supplier or a



third party manufacturer or supplier relating to the Licensed Software, Hardware and As a Service (as applicable).

Deliverables means the Products, Services and documentation to be provided to the Customer including as described in the SOA Order Documents and the Requirements.

Details means the SOA Order Documents.

Eligible Customers means all of the following entities:

(a) Queensland Government departments and agencies;

(b) Queensland Government Bodies;

(c) any entity which is directly or indirectly, partially or entirely funded by the State of Queensland and/or a community based, non-profit making organisation performing community services,

(d) any entity, from time to time approved by the Principal as an Eligible Customer under the SOA;

(e) the Commonwealth, another State or a Territory Government; and

(f) any other entity specified in the SOA Details.

Existing SOA Material means all material which existed at the SOA start date or which is developed independently of the SOA by either the Supplier or a third party, which is provided to the Principal in the course of the Supplier performing its obligations under the SOA.

Module means a Module as defined in the Comprehensive Contract Conditions which is available at https://publications.qld.gov.au/dataset/qitc-framework which the SOA Details specify can be used in a Contract for the procurement of the Products and/or Services under the SOA.

Module Order Form means a Template Module Order Form attached to the SOA Details, or if not prescribed in the SOA Details, the Module Order Form available at https://publications.qld.gov.au/dataset/qitc-framework.

Products means:

(a) products the Supplier will provide under the Contract, described in the SOA Details; and

(b) Complimentary Products, if any, described in the SOA Order.

Price means:

(a) for the Products and/or Services – the price or prices described in Part D of the SOA Details or calculated using a calculation method specified in Part D of the SOA Details; and

(b) for the Complimentary Products and/or Services – the price or prices described in the Pricing Schedule or calculated using a calculation method in the applicable Pricing Schedule.

Pricing Schedule means:

(a) Part D of the SOA Details; or

(b) if not completed, Schedule 1 – Price and Payment Terms or Schedule 2 – Project, Implementation and Payment Plan (as applicable).

Principal means the entity so described in the SOA Details responsible for administering the SOA.

Principal Data means any information, material, data, dataset or database to the extent provided by or on behalf of the Principal to the Supplier or to the extent created, processed, produced or derived by or on behalf of the Supplier using that information, material, data, dataset or database.

Principal Requirements means the standards, Principal Specifications and other requirements for the Deliverables and the performance of the Supplier’s obligations under the Contract, which are set out in Part C of the SOA Details.

https://publications.qld.gov.au/dataset/qitc-framework




Principal Specifications:

(a) in respect of Products, Services and Deliverables, mean the requirements set out or referred to in Part C of the SOA Details, including all agreed requirements as to quality, functionality, performance, interoperability, testing and other matters; and

(b) in respect of any Licensed Software, Hardware and As a Service (where applicable) supplied under a Contract, includes any published specifications of the Supplier or a third party manufacturer or supplier relating to the Licensed Software, Hardware and As a Service (as applicable).

Requirements means the:

(a) Principal Requirements; and

(b) Customer Requirements.

Services means:

(a) services the Supplier will provide under the Contract, described in the SOA Details; and

(b) Complimentary Services, if any, described in the SOA Order.

SOA means the deed entered into between the Principal and the Supplier, made up of the documents specified in clause 1.3.

SOA Additional Provisions means any terms and conditions agreed between the Principal and the Supplier in accordance with clause 1.4 and which are specified in the SOA Details.

SOA Conditions means this document titled ‘Standing Offer Arrangement (SOA) Conditions – ICT products and Services’.

SOA Details means a document titled ‘Standing Offer Arrangement (SOA) Details’ that contains information about a specific SOA between the Principal and the Supplier, including the Template SOA Order Documents, which is in the format of the ‘Standing Offer Arrangement (SOA) Details’ document available at https://publications.qld.gov.au/dataset/qitc-framework. .

SOA Order means an order completed by the Customer in the form of the Template SOA Order, by which the Customer accepts the SOA and creates a Contract between the Customer and the Supplier to supply the Products and/or Services that are the subject of a SOA and Complimentary Products and/or Services, if any, specified in the SOA Order.

SOA Order Documents means:

(a) the Module Order Forms;

(b) the SOA Order;

(c) any Schedule; and

(d) any document which the SOA Order states will form part of the Contract or is otherwise expressly incorporated by reference in the Contract,

which are completed using the Template SOA Order Documents (if any) which are attached to the SOA Details and if none are attached, the standard form of the documents available athttps://publications.qld.gov.au/dataset/qitc-framework. .

New SOA Material means material that is created, written, developed or otherwise brought into existence by on or behalf of the Supplier for the Principal in the course of the Supplier performing its obligations under the SOA, but does not include Principal Data or New Material under any Contract established under the SOA.

Schedule means a Template Schedule set out in the SOA Details, or if not prescribed, the schedule available at https://publications.qld.gov.au/dataset/qitc-framework.

Specifications means the:

(a) Principal Specifications; and

(b) Customer Specifications.






Supplier means the entity so described in the SOA Details responsible for performing obligations under:

(a) the SOA; and

(b) any Contract entered into under the SOA.

Template Module Order Forms means the Module Order Form templates which are set out in the SOA Details, which contain terms pre-determined by the Principal and Supplier and which must be completed by a Customer to establish a Contract

Template SOA Order means the SOA Order template set out in the SOA Details, containing terms which are pre-determined by the Principal and Supplier and which must be completed by a Customer to establish a Contract

Template SOA Order Documents means:

(a) the Template SOA Order;

(b) the Template Module Order Forms (if any); and

(c) the Template Schedule (if any),

set out in the SOA Details which contain terms which are pre-determined by the Principal and Supplier and which must be completed by a Customer to establish a Contract. If there is any inconsistency between the documents which make up the Template SOA Order Documents, then the documents listed in this definition will prevail in descending order of precedence.

Template Schedule mean a template schedule set out in the SOA Details which contains terms which are pre-determined by the Principal and Supplier and which must be completed by a Customer to establish a Contract

36.2 Interpretation

(a) In this SOA, the term ‘party’ means:

(i) in relation to Part A – either the Principal or Supplier under the SOA

(ii) in relation to Part B – either the Customer or Supplier under a Contract.

(b) The rules of interpretation in clause 27.2 of the Comprehensive Contract Conditions apply to the SOA Conditions.

(c) In this SOA, any reference in the Comprehensive Contract Conditions to:

(i) the ‘Comprehensive Contract Conditions’ is taken to be a reference to these SOA Conditions;

(ii) to the ‘Order Documents’ is taken to be a reference to the SOA Order Documents

(iii) to the ‘Details’ is taken to be a reference to the SOA Order.