Standing Offer Arrangement (SOA) Details for GITC

Standing Offer Arrangement (SOA) Details for GITCPage 1 of 23

Supplier to insert Supplier name and ABN>

Document history

Version / Date / Status / Key changes made / Author(s) / Reviewer(s)

INSTRUCTIONS FOR USING THIS DOCUMENT (TO BE DELETED BEFORE SENDING TO SUPPLIER):

This is the standard form Government Standing Offer Arrangement (SOA) for the purchase of Goods and Servicesunder the GITC framework, where an Agency wants to establish agreed terms for future purchases of the same Goods/Services.

The lead agency which establishes the SOA and has responsibility for administering the SOA is the Principal.All agencies who buy from the Supplier under the SOA are Customers.Each Customer will enter into a separate Contract with the Supplier under the SOA (as described at the bottom of this instruction box).These SOA Details nominate the terms and conditions that will form the basis of the Contract. The Principal may also be a Customer.

The Supplier’s responsibilities to the Principal and to the Customer are different, even when the Principal and the Customer are the same agency.Obligations to the Principal are primarily around reporting and administration of the SOA.Obligations to the Customer relate to performing the Contract (to supply the Goods/Services) in accordance with agreed Requirements.

Instructions to Suppliers are included in bold italics.The Principal should retain the instructions to Suppliers in the SOA Details sent to the Supplier.

Separate from this document are Guidance Notes (available to Government agencies on GovNet) to help the Principal complete the first draft SOA Details.Where there is a Guidance Note to help you, it is indicated by [see Guidance Note #].

The Principal needs to fill out all yellow highlighted sections with details of the applicable Requirements.

The Principal is to delete all highlighting and references to Guidance Notes before giving the Supplier the SOA Details.

Where the Principal issues an Invitation to Offer (ITO), the Principal should issue the completed SOA Details document as part of the Invitation to Offer

Where the Principal does not issue an ITO, the Principal should issue the completed SOA Details to the Supplier at the start of the discussions about entering an SOA.

Once the SOA has been agreed, eligible Customers can form a Contract by placing a SOA Order with the Supplier.

Table of contents

1Introduction......

2General SOA information......

3Terms and conditions of the SOA and Contract......

4Forming the SOA and Contracts......

Schedule 1 – Requirements......

Schedule 2 – Price and Payment terms......

Schedule 3 – Performance measurement......

Schedule 4 – SOA governance......

Schedule 5 – Placing SOA Orders[See SOA – GITC Guidance Note #14]

1Introduction

This SOA is for the supply of [insert brief description of Goods/Services that are the subject of this SOA] under the GITC framework.

This whole document forms part of the SOA with the Principal, or the Contract with the Customer, as indicated. Contracts made under the SOA will incorporate the terms agreed by the Principal and the Supplier in the SOA.The Supplier and the Customer may not make any changes to this document or agree any additional terms in a Contract, except as set out in sections 0(Contract departures – Principal’s changes) and 3.5 (Contract departures – Supplier’s changes).Changes which do not comply with these requirements do not form part of the SOA or the Contract.

Details specified in these SOA Details, where applicable, also form part of each GITC General Order and the applicable Modules under the GITC. If there is any inconsistency between the SOA Details and the GITC General Order or Modules, the SOA Details will take precedence.

The Supplier must complete all sections of this document.

The Supplier must not make any changes to the structure of this document.If the Supplier does not agree with any sections of this document that have been completed by the Principal, the Supplier must identify its proposed changes in section3.5 (Contract departures –Supplier’s Changes).

2General SOA information

This section sets out details which apply to the SOA and to every Contract agreed under the SOA.The Customer and Supplier must not amend this section in a Contract.

No. / Topic / Details
1 / Principal
[See SOA - GITC Guidance Note #1] / Name: <insert>
ABN or ACN: <insert>
2 / Principal contact details
[See SOA – GITC Guidance Note #2] / Contact person: <insert>
Position:<insert>
Street address: <insert>
Postal address: <insert>
Email: <insert>
All notices and other communications relating to the SOA are to be sent to the Principal at the details set out in this item, or any updated details that the Principal provides to the Supplier in writing.
3 / Supplier / The Supplier must complete these details.
Name:
ABN or ACN:
4 / Supplier contact details / The Supplier must complete these details.
Contact person:
Position:
Street address:
Postal address:
Email:
All notices and other communications relating to the SOA or a Contract are to be sent to the Supplier at the details set out in this item, or any updated details that the Supplier provides to the Principal or Customer in writing.
5 / Sub-contractor(s)
(referred to as an “Approved Party” in GITC) / The Supplier is to provide the names, legal entity type and contact details of all subcontractors that the Supplier intends to use, and the obligations that will be subcontracted to each subcontractor. Repeat as necessary.
Name (and legal entity):
Street address:
Postal address:
Obligations:
If required by the Principal, subcontractors must complete:

GITC Schedule S9“Approved Parties Information and Statutory Declaration” and
GITC Schedule S10 “Deed of Privacy”.

6 / SOA term / This is the period of the standing offer, when Customers can enter into Contracts:
Start date: <insert>
End date: <insert>
Extension options: <insert (e.g. 2 x 1 year)>
7 / Cap on liability
[See SOA – GITC Guidance Note #3] / The cap on liability (in the aggregate) of the Customer and Supplier in relation to a Contract is the greater of:
(a)$[X] million; or
(b)<3> times the total of all Prices payable under the Contract,
or as limited by law or binding scheme (specified below).
<Delete if this is a contract for Goods only>
If the Supplier seeks to limit its liability in accordance with a binding scheme under the Professional Standards Act 2004 (Qld) then specify the scheme below and the limits of liability that apply:
Binding Scheme applicable: <insert>
Summary of liability cap:<insert>
8 / Insurance
[See SOA – GITC Guidance Note #4] / The Supplier is to insert details of its policies as specified below (repeat as required) and provide a copy of a certificate of currency for each policy.
Workers compensation insurance as required by law
Public liability and products liability insurance:
Minimum amount:
Professional indemnity insurance:
Minimum amount:
Other insurances:
9 / Authorisations / < This section allows the Principal to add other authorisations which are not required by Law, but which the Principal wants the Supplier to have (or which the Principal thinks Customers will want the Supplier to have), when performing the Services (e.g. ISO27001 quality assurance standards, certifications from an original equipment manufacturer that the Supplier is appropriately trained to maintain equipment).
If not relevant then insert “Not applicable”.>
The Supplier is to provide details of its authorisations.
10 / Security requirements
[See SOA – GITC Guidance Note #5] / Option 1: If the Supplier is not required to offer security (such as a bank guarantee or performance guarantee) to the Principal or Customers under the SOA then insert “Not applicable”.
Option 2: If this SOA is for high risk Goods/Services and it is foreseeable that a Customer may require some form of security from the Supplier, then insert:
“If a Customer requires the Supplier to provide any security under a Contract (such as a performance guarantee or financial security), then this will be agreed between the Supplier and Customer as part of the Contract terms and conditions.”
<Option 3: If the Principal or Customers intend to rely on a performance guarantee which the Supplier has in place with a third party industry body as a condition of holding and maintaining a valid Industry Accreditation, then state the following:
“The Principal and Customers intend to rely upon the Performance Guarantee which the Supplier has provided as a condition of holding and maintaining its valid Industry Accreditation.
For the purposes of section 55 of the Property Law Act 1974, the Principal and Customers accept the benefit of the Performance Guarantee which the Supplier has in place as a condition of its valid Industry Accreditation.
The Supplier acknowledges that the Principal and Customers are entitled to enforce the Performance Guarantee which the Supplier has in place as a condition of its valid Industry Accreditation.
The Supplier must provide a copy of the Performance Guarantee to the Principal and/or Customers upon request.” >
11 / Conflict of Interest / Supplier to insert details of any Conflict of Interest it is required to declare in accordance with the ‘Conflict of Interest’ clause in the Contract. If no Conflict of Interest exists, insert ‘Nil’.
12 / Intellectual Property Rights(as defined in GITC) / (a)Identify below the terms of ownership of the Intellectual Property applicable to Customer Contracts <either check the relevant box or delete options that do not apply>:
GITC Schedule C2 – Intellectual Property Ownership – Model 1 – Option A (Customer – owned - no licence back to Contractor); or
GITC Schedule C2 – Intellectual Property Ownership – Model 1 – Option B (Customer – owned - licence back to Contractor); or
GITC Schedule C2 - Intellectual Property Ownership – Model 2 (Contractor owned); or
GITC Schedule C2 – Intellectual Property Ownership – Model 3 (Co-ownership – non-consultative co-ownership). If so, then specify:

the proportions and terms on which the Customer and Contractor own the Intellectual Property Rights in New Contract Material, including Updates and New Releases.
the terms and conditions on which the New Contract Material may be exploited by either Party.

Some other basis as agreed between the Parties – insert the terms and conditions that apply regarding ownership of the Intellectual Property in the ‘Contract Departures’ (section 0 below).
N.B.User Guide further details this issue. Customers are strongly advised to seek legal advice before attempting to specify alternative terms and conditions for ownership of Intellectual Property.

3Terms and conditions of the SOA and Contract

3.1Definitions and interpretation

The definitions and rules of interpretation applicable to the SOA are [attached] or [available on the Department of Housing and Public Works website], current as at [insert date].

Additional definitions are specified in the Contract and in clause 24 (GITC translated references) of the SOA Conditions.

3.2SOA Conditions

The SOA Conditions are [attached] or [available on theDepartment of Housing and Public Works website], current as at [insert date].

3.3Conditions that apply to the purchase of Goods/Services by the Customer (i.e. Contract)[See SOA – GITC Guidance Note #6]

The applicable terms and conditions for the supply of the Goods/Services to a Customer under this SOA (i.e. the Contract) arespecified in the GITC. Those conditions include:

Parts 2, 3 and 4 of GITC;
the General Order signed by the Customer and Supplier (when used); and
the following GITC Module(s) (including the corresponding Module Order) <delete whichever do not apply>:

Module 1 – Hardware
Module 2 – Hardware Maintenance Services
Module 3 – Licensed Software
Module 4 – Software Development & Modification
Module 5 – Software Support
Module 6 – Packaged Software
Module 7 –ICT Personnel Recruitment Services / Module 8 – ICT Contracting Services
Module 9 – ICT Consultancy Services
Module 10 – Managed Services
Module 11 – Systems Integration Services
Module 12 – Telecommunications Services
Module 13 – Internet Services
Module 14 – Data Management

(Note: Each Contract formed under this SOA is a Customer Contract for the purposes of GITC).

3.4Contract departures – Principal’s changes to the SOA Conditions or Contract[See SOA – GITC Guidance Note #7]

Changes made in sections 0 and 3.5that are agreed between the parties will override any other section of this document.

The Supplier must not make any changes to this section0. If the Supplier does not agree with any of the Principal’s changes, include those items as part of the Supplier’s response to section 3.5 below.

Changes to the SOA (i.e. between the Principal and Supplier):

Changes to the Contract (i.e. between the Customer and Supplier):

Changes that are to form part of the GITC Contractmust comply with clause2 of GITC Part 2. This section is where the Principal is to set out any proposed amendments (referred to as “Additional Provisions” in the GITC)that will apply to GITC Contracts, including any changes to terms and conditions of GITC modules identified in section 3.3 above.>

3.5Contractdepartures –Supplier’s changes to the SOA Conditions or Contract[See SOA – GITC Guidance Note #8]

Changes made in sections 0 and 3.5 that are agreed between the parties will override any other section of this document.

If the Supplier proposes any additional clauses or any changes to the SOA Conditions (for the SOA) or the Contract, including to any changes proposed by the Principal in section 0 above, the Supplier is to set them out using the table below. Repeat rows as required.

The Supplier may not make any Supplier changes for Contracts once the SOA is agreed (except via a formal contract variation agreed with the Principal).

Changes that are to form part of the GITC Contract must comply with clause 2 of GITC Part 2. This section is where the Supplier is to set out any proposed amendments(referred to as “Additional Provisions” in the GITC) that will apply to GITC Contracts, including any changes to terms and conditions of GITC modules.

3.5.1Changes to the SOA Conditions (i.e. between the Principal and Supplier) requested by the Supplier:

Clause No. / Reason for change requested / Change proposed
Insert clause number / Supplier to explain the reason why a change is necessary. / Supplier to insert alternative position and proposed amendments to the clause.

3.5.2Changes to the Contract (i.e. between the Customer and Supplier), requested by the Supplier:

<Principal Name>and insert Supplier name<SOA Title / reference no.>

Standing Offer Arrangement (SOA) Details for GITCPage 1 of 23

This section satisfies the Supplier’snotification obligations in clause2.1.5 of GITC Part 2 in respect of proposed derogations outlined in the table above.

<Principal Name>and insert Supplier name<SOA Title / reference no.>

Standing Offer Arrangement (SOA) Details for GITCPage 1 of 23

4Forming the SOA and Contracts

4.1Agreement by Supplier

The Supplier will sign in this section. By signing, the Supplier is offering to enter the SOA and Contracts on the terms set out in this document. If the Principal requests, the Supplier must provide evidence that the signatory is properly authorised to execute this document.

If the parties agree any changes to this document after the date of the Supplier’s signature (but before the Principal accepts the Supplier’s offer as described below), the Supplier and Principal will prepare a new version of the document incorporating the agreed changes, which will replace this document. The Supplier will sign the new document, offering to enter the SOA and Contracts on the amended terms.

Date ……………………………………..
EXECUTED for and on behalf of:
......
Name of Supplier
by its authorised representative, in the presence of:
......
Signature of witness
......
Name of witness (block letters)
......
Address / )
)
)
)
)
)
)
)
)
)
)
)
)
) / ......
Signature of authorised representative
By executing this agreement the signatory warrants that the signatory is duly authorised to execute this agreement on behalf of the Supplier
......
Name of authorised representative (block letters)
......
Position of authorised representative

4.2Agreement by Principal

The Principal may accept the Supplier’s offer either by signing in this section, or separately confirming to the Supplier in writing that the Principal accepts the Supplier’s offer.[See SOA – GITC Guidance Note #9]

Date ......
EXECUTED for and on behalf of:
......
Name of Principal
by its authorised representative, in the presence of:
......
Signature of witness
......
Name of witness (block letters)
......
Address / )
)
)
)
)
)
)
)
)
)
)
)
)
) / ......
Signature of authorised representative
By executing this offer the signatory warrants that the signatory is duly authorised to submit this offer on behalf of the Principal
......
Name of authorised representative (block letters)
......
Position of authorised representative

Schedule 1 – Requirements

The Supplier must provide the Goods/Services specified below to Customers, in accordance with the Requirements described in this Schedule.

[Principal can delete any of the sections below if they are not applicable]

Description of Goods [See SOA – GITC Guidance Note #10]