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Standing Offer Arrangement (SOA) Details for GITC<SOA title and reference number>

<Principal name>

<Supplier to insert Supplier name and ABN>

Standing Offer Arrangement (SOA) Details for GITC of 22

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 Services under 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 OfferWhere 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.

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

http://procurement.govnet.qld.gov.au/Pages/default.aspx


Table of contents1 Introduction............................................................................................................................4

2 General SOA information......................................................................................................4

3 Terms and conditions of the SOA and Contract................................................................8

4 Forming the SOA and Contracts........................................................................................10

Schedule 1 – Requirements..........................................................................................................11

Schedule 2 – Price and Payment terms.......................................................................................12

Schedule 3 – Performance measurement....................................................................................13

Schedule 4 – SOA governance.....................................................................................................14

Schedule 5 – Placing SOA Orders[See SOA – GITC Guidance Note #14].....................................15



1 IntroductionThis 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 (Contract departures – Principal’s changes) and 3.4 (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 section 3.4 (Contract departures – Supplier’s Changes).

2 General SOA informationThis 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:



No. Topic Details

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>>



No. Topic Details

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



No. Topic Details

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); orGITC Schedule C2 – Intellectual Property Ownership – Model 1 – Option B (Customer – owned - licence back to Contractor); orGITC Schedule C2 - Intellectual Property Ownership – Model 2 (Contractor owned); orGITC 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 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.>>



3 Terms and conditions of the SOA and Contract 3.1 Definitions 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.

1.1 SOA ConditionsThe SOA Conditions are [attached] or [available on the Department of Housing and Public Works website], current as at [insert date].

3.2 Conditions 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) are specified 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).

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

Changes made in sections and 3.4 that are agreed between the parties will override any other section of this document.

The Supplier must not make any changes to this section . 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 3.4 below.


http://www.qld.gov.au/gov/general-goods-and-services-templates




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

<<Principal to insert any special conditions it wants to include in the SOA Conditions (at the SOA level), or any amendments to those standard conditions (e.g. if the Principal requires a different position in the SOA regarding intellectual property rights). Special conditions may include extra terms required as a result of a response to an ITO.>>

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

<<Changes that are to form part of the GITC Contract must comply with clause 2 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 3.2 above.>>

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

Changes made in sections and 3.4 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 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.

3.5.1 Changes 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.

3.5.2 Changes to the Contract (i.e. between the Customer 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.

This section satisfies the Supplier’s notification obligations in clause 2.1.5 of GITC Part 2 in respect of proposed derogations outlined in the table above.


4 Forming the SOA and Contracts4.1 Agreement by SupplierThe 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 Supplierby its authorised representative, in the presence of:

...............................................................Signature of witness

...............................................................Name of witness (block letters)

...............................................................Address

))))))))))))))

...............................................................Signature of authorised representativeBy 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

4.2 Agreement 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 ......................................................


...............................................................Name of Principal by its authorised representative, in the presence of:

...............................................................Signature of witness

...............................................................Name of witness (block letters)

...............................................................Address

))))))))))))))

...............................................................Signature of authorised representativeBy 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 – RequirementsThe 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]

<<Principal to insert details/description of goods that will be supplied under the SOA. Insert as much detail as possible to clearly describe the Goods that may be purchased, including any applicable specifications, standards, acceptance criteria or other requirements (including requirements for documents the Supplier must provide) to ensure that the Supplier has a legally binding obligation to meet those requirements. This section may be a combination of content from the Principal (e.g. describing the requirements), and the Supplier (e.g. describing the goods that will be supplied).>>

The Supplier is to consider the description of the Goods and applicable Requirements set out by the Principal, confirm that these details are accurate (or mark-up suggested changes), and include any other relevant information.

Description of Services [See SOA – GITC Guidance Note #11]

The Customer and Supplier may agree additional Requirements for Services in the Contract.

<<Principal to insert details of the services to be supplied under the SOA. For example, a SOA for professional services will contain a general description of the professional services, and each Customer will specify their particular requirements for the services in their Order. Include as much detail as possible to clearly describe the Services that may be purchased, including any applicable specifications, performance standards, acceptance testing/criteria or other requirements (including requirements for documents the Supplier must provide) to ensure that the Supplier has a legally binding obligation to meet those requirements. This section may be a combination of content from the Principal (e.g. describing the requirements), and the Supplier (e.g. describing the actual services that will be performed).>>

The Supplier is to consider the description of the Services and applicable Requirements set out by the Principal, confirm that these details are accurate (or mark-up suggested changes), and include any other relevant information.

Schedule 2 – Price and Payment terms<<If the Principal has specific requirements in the way it wants Suppliers to submit pricing (e.g. by completing a table, or a pricing template in Excel format) then attach the pricing schedule or insert the table the Supplier is to complete. The Principal should amend this section to set out any other Pricing requirements not already addressed. Principals also have the option of using the “Payment Plan” section of GITC Schedule S2 ‘Project implementation and payment plan’.>> [See SOA – GITC Guidance Note #12]

If the Principal has provided a specific document/template for the Supplier to use to submit pricing information (e.g. Excel spreadsheet), then the Supplier must submit pricing details in the required format. If not otherwise specified, Suppliers may complete this section in any appropriate format, but Suppliers must address all items.

The Customer and Supplier may not amend this section in a Contract but may agree additional Pricing details in a particular Contract.

2.1 Price

The Supplier must itemise all amounts that the Customer is to pay in relation to any Contract, as well as totals. The Supplier is to identify the Pricing method (e.g. lump sum, fixed price, time and materials including rate card). The GST component is to be separately identified.

The Supplier must provide details of what expenses are chargeable to the Customer (not included in the Price), and the basis on which they will be charged.

2.2 Price reviews

If the Supplier proposes that the Prices will be changed during the SOA term or Contract term, the Supplier must clearly set out the times that the review will occur and the Price review mechanism.

2.3 Payment plan/milestones

The Supplier is to describe when Customers will be invoiced for Goods/Services provided to Customers.

2.4 Payment methods

The Supplier is to describe how the Customer can make payment (including whether corporate credit card is accepted).

2.5 Discounts or rebates

The Supplier is to set out details of any applicable discounts (e.g. trade discounts, early payment discounts, volume discounts) or rebates.

2.6 Other pricing information

The Supplier must set out any other matters which may affect the Prices. The Prices will not be changed in response to any event which is not described here.

Schedule 3 – Performance measurement(The following is Schedule S13 for the purposes of the GITC).

<<Principal to insert details of performance measurement requirements. Principals also have the option of using the GITC Schedule S13 – Service Levels). Example table provided below – delete if not used:>> [See SOA – GITC Guidance Note #13]

This Schedule describes how the Supplier’s performance will be measured under the SOA or a Contract, including:

Key Performance Indicators (KPIs), minimum service level requirements, acceptance criteria or other performance measures;

Details of how KPIs will be measured (e.g. identify reports)

Consequences if performance is unsatisfactory.

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Name of Measure #1

Why being measured

What is being measured. Must be objective and quantifiable

How will be measured (e.g. monthly reports)

Weekly/Monthly/Quarterly/Half yearly/Yearly

Who measures compliance - Supplier or Principal? Where will the data come from to measure compliance?

Minimum acceptable score

What happens if minimum acceptable score isn’t met? Credit, rebate, discount, other consequence?

Name of Measure #2

The Supplier must respond to the performance measures proposed by the Principal in this Schedule. The Supplier can also suggest additional or alternative performance measures.

Schedule 4 – SOA governanceThis Schedule sets out governance arrangements at the SOA level.

The Customer and Supplier may not amend this section in a Contract but may agree additional governance requirements for a particular Contract.

4.1 SOA reporting requirements

The Supplier must provide the following reports:

<<Principal to insert details of any reports the Supplier must provide to the Principal relating to the SOA, including what must be included in the report, format requirements, frequency, due dates>>

If no reporting is required under the SOA then insert “There is no reporting to be provided under the SOA. Reporting for each Contract to be agreed between the Customer and Supplier in the Contract.”>>

4.2 SOA meeting requirements

The Supplier must attend the following meetings:

<< If the Supplier is required to attend formal or informal review meetings with the Principal (e.g. to review performance), insert details including how frequently, the location of the meetings, who must attend and (if known) minimum agenda items>>

4.3 Escalation of SOA issues

<<Principal to insert details of escalation process to manage any issues that arise (insert a diagram if useful)>>

4.4 Other SOA governance or quality assurance requirements

<<If the Supplier is required to do anything else to ensure compliance with the SOA (e.g. self-audits, quality assurance reviews etc.), insert details here. Otherwise delete if not applicable>>

4.5 SOA review procedures

<<The Principal can specify here how the parties will conduct reviews of the SOA. An example of a review procedure clause is in GITC Part 2, clause 11.3 “Customer Contract Review Procedures”.>>


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

<<In this Schedule the Principal should specify how Customer Contracts will be entered into. Under GITC Part 2 clause 2.1 “Formation of Customer Contract”, this can occur either by:

the Customer and Supplier signing a General Order; or

some other method, provided that the terms and conditions of the Contract have been agreed and a binding Contract is in place. See Guidance Notes for further details.>>

A Contract is created when the Supplier and Customer agree the commercial details relevant to the Contract by placing a SOA Order, in accordance with this Schedule 5. This Schedule describes the process for Customers placing a SOA Order, and may contain an example of an SOA Order that the Supplier and Customer might use. The SOA Order is part of the Contract.

<<If a method other than Customers completing a General Order and Module Order is being used to form Contracts under the SOA, then specify here how that works, and what information Customers will be expected to provide the Supplier>>.

<<If the preferred method for Customers to place orders with the Supplier is by completing a General Order and applicable Module Order, then insert the following text below.>>

A SOA Order is comprised of:

(1) A General Order (<<in the form set out in this Schedule>> or <<attached/available at this website>>) to be completed by the Supplier and Customer and agreed by both parties;

(2) Module Order(s) as identified in the General Order below, to be completed by the Supplier and Customer and agreed by both parties. Module Orders are available at this website.

<<If you are using the General Order template set out in this template which has some fields already pre-populated referring back to the SOA Details, then insert the following>>

This Schedule constitutes the Schedule C1 General Order for the purposes of the GITC (it includes GITC General Order item numbers).

Some items are pre-agreed (indicated by the words “As set out in the SOA Details”). Other items can be changed by the Supplier and Customer. The Customer will complete as much of possible of the SOA Order, and submit it to the Supplier for the Supplier to complete items in bold italics.

The details identified below are the only details that the Supplier and Customer can change as part of the Contract. The details in an SOA Order relate only to the particular Contract for which they are agreed. Nothing in an SOA Order can modify the SOA Details or affect any other Contracts that may be agreed under the same SOA.


https://publications.qld.gov.au/dataset/gitc-framework-part-3/resource/be6a5b01-ee63-477e-a86b-a6c549d357b2

https://publications.qld.gov.au/dataset/gitc-framework/resource/2d067b62-51bd-4d42-a195-259be88738db


The table below is a template for the General Order to be completed by the Supplier and a Customer. It may be copied into a separate document for ease of use.

General OrderNo. Reference

Clause No.General Order Reference Clause

General Order Details

C1.1 Agreement Number

Insert number of Contractor’s GITC Agreement

C1.2 1.1 Customer Specify the name of the Customer placing this General Order.

C1.3 Ordering Officer Specify the Officer authorised to place the General Order (eg. name/position/address/ contact details/email address)

C1.4 Officer Receiving the Invoice

Specify the Officer authorised to receive the invoice (eg. name / position / address / contact details / email address)

C1.5 1.1 Contractor As set out in SOA Details

C1.6 Delivery Address Specify the Delivery address of where the Deliverables are to be delivered.

C1.7 1.1 Business Day Specify timing and days if outside normal “Business Day”.

C1.8 1.1 Contract Period Specify the: commencement date; and conclusion date,for the Customer Contract and needs to incorporate any Warranty Periods:N.B. Any Warranty Periods MUST be incorporated into the Contract

Period for the total Customer Contract.(Refer also to C1.18)

C1.9 1.1 Contract Price Specify the total Contract Price for the Customer Contract showing GST exclusive, GST and GST inclusive amounts.If applicable, complete Schedule S2 of Part 4.

C1.10 1.1 Contract Specifications

Specify the totality of any technical or descriptive specifications of functional, operational, performance or other characteristics relating to the Deliverable and/or System requirements.

C1.11 1.1 Deliverables Indicate by marking with an X, the Deliverables that apply:

Hardware to be further specified in Module Order M01; Hardware Maintenance Services to be further specified in

Module Order MO2; Licensed Software to be further specified in Module Order MO3; Software Development and Modification to be further specified in

Module Order MO4; Software Support to be further specified in Module Order MO5; Packaged Software to be further specified in Module Order MO6; ICT Personnel Recruitment Services to be further specified in

Module Order MO7; ICT Contracting Services to be further specified in

Module Order MO8;



ICT Consultancy Services to be further specified in Module Order MO9;

Managed Services to be further specified in Module Order MO10; Systems Integration Services to be further specified in

Module Order MO11; Telecommunications Services to be further specified in

Module Order MO12; Internet Services to be further specified in Module Order MO13; Data Management to be further specified in Module Order MO14.

The Customer and Supplier must complete the Module Orders identified above that apply to Products or Services ordered by a Customer.

C1.12 1.1 InterpretationPrice

(a) Specify if Prices are to be firm for the set Contract Period; or

(b) Specify if Prices are to be fixed for the set Contract Period If “YES”, please provide details of variables (including any pricing adjustment regime).

Specify the itemised Price showing the following:- GST exclusive amount;- GST component; and- GST inclusive amount.N.B. User Guide further details this issue.

C1.13 1.1 InterpretationProduct

As specified in SOA Details

C1.14 1.1 InterpretationServices


C1.15 1.1 InterpretationSite

Specify the place or places where the Deliverable is to be delivered and/or installed (if applicable).

C1.16 1.1 InterpretationSpecified Personnel

Specify the key personnel, including Specified Personnel (if any), who are to be dedicated to the Customer Contract.Specify any exemptions to the above (eg John Doe – 5 hours per day)

C1.17 1.1 InterpretationSystem

Specify the operating system intended to meet the Customer’s needs of which the Product shall form a part.

C1.18 1.1 Warranty Period (System)

Specify the Warranty Period of the System.

C1.19 1.3 Time of the Essence

Specify if time IS to be of the essence in relation to the Contractor’s general obligations for which time is of the essence.If “YES”, please provide details of the general obligations for which time is of the essence.Specify any Milestones for which time is NOT of the essence.

C1.20 2.0 Formation of Contract

(a) Specify any Additional Provisions to the Customer Contract.

(b) Specify any Documents which are to be incorporated into the Customer Contract.

N.B. User Guide further details this issue.

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


C1.21 3.1 PricingMaximum Price for Deliverables


C1.22 5.1 Minimum Insurance Requirements

(a) As specified in SOA Details

C1.23 5.2 Performance Guarantee

As specified in SOA Details.ORIf the Customer requires its own Performance Guarantee directly with the Contractor, which is for the sole benefit of the Customer, complete and attach a Performance Guarantee substantially in the form of Schedule S5 of Part 4 to this General Order. You will also need to specify: the date by which the Performance Guarantee is required; and the name of the Guarantor.N.B. User Guide further details this issue.

C1.24 5.3 Financial Security As specified in SOA Details.OR

If the Customer requires a Financial Security, prior to the execution of the Customer Contract, a document substantially in the form of Schedule S4 of Part 4 is to be completed and attached to this General Order. You will also need to specify: the date by which it is required; the maximum aggregate sum required. the name of the Guarantor.

C1.25 5.6 Secrecy and Security

Specify any secrecy or security requirements of the Customer that the Contractor is to comply with during the Customer Contract.

C1.26 5.5 Privacy and Disclosure of Personal Information


C1.27 6.1 Intellectual Property Rights

As specified in SOA Details (b)

C1.28 7.1.4 Liability As specified in SOA Details

C1.30 8.1 Customer’s ObligationsCustomer Supplied Items (CSI)

(a) Specify if any CSI is to be provided to the Contractor by the Customer under this Customer Contract.If “YES”, please complete Schedule S1 of Part 4.

(b) Specify any costs associated with the CSI that the Contractor shall incur.

(c) Specify any costs associated with preserving, forwarding or disposing of any damaged CSI that the Contractor shall incur.

C1.31 8.2 Customer’s ObligationsCustomer’s Data and Processing Environment

(a) Specify the Customer’s processing environment relevant to the Deliverables under this Customer Contract.

(b) Specify if the Contractor is to provide any assistance or training relating to:(i) installation; or(ii) use of a Product or operation of System equipment.

(c) Specify any costs associated with any assistance or training in relation to the processing environment that the



Customer shall incur.N.B. User Guide further details this issue.

C1.32 8.3 Customer’s ObligationsCustomer’s Personnel

Specify if any Customer’s Personnel shall be provided within the Customer Contract.If “YES”, please complete Schedule S1 of Part 4.

C1.33 8.4 Customer’s ObligationsSite Specification and Preparation

(a) Specify if the Contractor is to inspect the Site and provide a suitable Site Specification to the Customer.

(b) Specify if the Contractor is responsible for undertaking the Site preparation.

C1.34 8.5 Installation of Product

Specify if the Contractor is responsible for the installation of the Product on the Site.If “NO”, specify sufficient details to enable the Customer to undertake the installation.

C1.35 9.1 Contractor’s ObligationsCompliance with Laws, Standards and Codes

(a) Specify any specific codes, policies, guidelines and/or applicable Standards that the Contractor shall comply with.

(b) Specify any licences or accreditation requirements.N.B. User Guide further details this issue.

C1.36 9.4 Contractor’s ObligationsContractor’s Warranty

(a) Specify any quality assurance and compliance requirements required during the Contract Period by the Contractor.

(a) Specify if alternative requirements are required for the Product.

C1.37 10.3 Approved Parties As specified in SOA Details

C1.38 11.1 Project ManagementManagement Committee

(a) Specify if a management committee is to be established under the Customer Contract.

(b) If “YES”, please:(i) specify the date in which the management committee is

to be established;(ii) specify other authorized representatives who shall form

part of the management committee;(iii) specify the management committee’s other functions.

C1.39 11.2 Project ManagementProgress Reporting

Specify if the Contractor is to maintain a Work-in-Progress Diary.If “YES” please complete Schedule S14 of Part 4.

C1.40 11.3 Project ManagementCustomer Contract Review Procedures

(a) Specify any specific time intervals for service and performance reviews.

(b) Specify any other matters to be reviewed.

C1.41 11.4 Project ManagementProject, Implementation and Payment Plan

Specify if a Project, Implementation and Payment Plan is applicable to the Customer Contract.If “YES”, please complete Schedule S2 of Part 4.

C1.42 11.5 Project Management

Specify if Stage Implementation applies to this Customer Contract.If “YES” please specify within the PIPP (Schedule S2 of Part 4) details relating to the timing of notification required by the Customer to the



Stage Implementation and the Right to Terminate

Contractor to commence work on the following Stage/s of the Deliverable.N.B. User Guide further details this issue.

C1.43 11.6 Project ManagementLiquidated Damages

(a) Specify if Liquidated Damages are applicable to this Customer Contract.

(b) If “YES”, please specify the:(i) Stage to be covered to which the Liquidated Damages

apply (eg. Milestone, Stage, etc);(ii) amount payable by the Contractor to the Customer for a

delivery in performing a Stage; (iii) method for the calculating the Liquidated Damages; and(iv) the period of days, if other than ninety (90) days, from

which Liquidated Damages are to apply.N.B. User Guide further details this issue.

C1.44 11.7 Project ManagementEscrow of Source Code

Specify if Escrow is required.If “YES”, please complete and attach Schedule S8 of Part 4.Specify any costs associated with the escrow arrangement.N.B. User Guide further details this issue.

C1.45 12.1 Performance of ContractDelivery

(a) Specify if the Product may, prior to delivery, be substituted by a modified or upgraded version.

(b) Specify if the Contractor is to install the Product and if so, specify the time and manner of installation.

(c) Specify details of any costs associated with the delivery and/or installation (eg if not free into store, if installation is not included in standard price).

(d) Specify if the Product packaging material is NOT to be removed from the Site on or before AAD.

(e) Specify if the Customer is to be responsible for the costs associated with pre-installation testing. Please also include any associated costs.

(f) Specify if the Customer is NOT to install the Product upon delivery.

(g) Specify if any warranty is to be affected by the Customer installing or configuring the Product.

C1.46 12.2 Performance of ContractTitle and Risk

Title in each Deliverable transfers to the Customer in accordance with GITC Part 2, clause 12.2 “Title and Risk”, unless otherwise specified in the SOA Details.

C1.47 12.4 Performance of ContractAcceptance Testing

Specify if Acceptance Testing is required for the Deliverable(s).If ”YES”:(i) specify the Acceptance Test Period; and(ii) complete and attach Schedule S11 of Part 4.N.B. User Guide further details this issue.

C1.48 12.6 Performance of ContractDocumentation

(a) Specify any Documentation to be made available by the Contractor to the Customer.

(b) Specify the number of additional copies of the Documentation being purchased by the Customer.

(c) Specify dates which the copies of the Documentation are to be delivered.

(d) Specify any costs (if any) associated with this additional Documentation.

(e) Specify the medium in which the Documentation is to be



provided by the Contractor.

C1.49 12.7 Performance of ContractTraining

(a) Specify any training the Contractor is to provide to enable the Customer to:- conduct relevant Acceptance Testing (if required) and/or- operate the Deliverable;

(b) Specify any costs (if any) associated with this training.

C1.50 12.9 Project ManagementRetention of Monies

(a) Specify the portion of the Contract Price (if any) to be retained by the Customer.

(b) Specify:(i) the period for which the retained portion may be held; or(ii) the Milestone(s) / event(s) at which the retained portion

may be released.N.B. User Guide further details this issue.

C1.51 13.1 Payment of Contract Price

Specify:(i) the amount(s); and(ii) timing(s);that payment is due.N.B. not required if a Project, Implementation and Payment Plan –

Schedule S2 of Part 4 exists.Specify the Payment methods permissible: cash; cheque; and/or electronic funds transfer.Specify any restrictions on the above methods of Payment chosen.

C1.52 13.2 Invoices and Time for Payment


C1.53 13.4 Credit/Debt Card or Electronic Facility


C1.54 17.8 Notices (a) Customer - Specify the contact person, postal address, telephone number and email address of the Customer or its representative for receipt of notices.

(b) Contractor – as specified in SOA Details

The Parties agree that this General Order, attached Modules and GITC Schedulesform part of the Contract.


............................................................................Name of Contractorby its authorised representative, in the presence of:

............................................................................Signature of witness

............................................................................Name of witness (block letters)

............................................................................Address

))))))))))))))

............................................................................Signature of authorised representativeBy executing this General Order the signatory warrants that the signatory is duly authorised to execute this General Order on behalf of the Contractor

............................................................................Name of authorised representative (block letters)

............................................................................Position of authorised representative............................................................................Date




............................................................................Name of Customerby its authorised representative, in the presence of:

............................................................................Signature of witness

............................................................................Name of witness (block letters)

............................................................................Address

))))))))))))))

............................................................................Signature of authorised representativeBy executing this General Order the signatory warrants that the signatory is duly authorised to execute this General Order on behalf of the Customer

............................................................................Name of authorised representative (block letters)

............................................................................Position of authorised representative

............................................................................Date

<<Note about Module Orders: The Principal may choose to insert or attach a draft of each Module Order (identified in the table above) to be completed by a Customer and the Supplier. Customers should complete as much detail as possible in the Module Order, and clearly indicate which sections must be completed by the Supplier.>>


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