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The University of Queensland

Invitation to Offer

[Insert high level description of the goods and services here]

Dated: [insert]

ITO Manager: [insert name and position]

[insert contact details]

Offer Closing Date and Time: [insert]

ITO Reference Number: [insert]

Place of Lodgement: QTenders site, https://secure.publicworks.qld.gov.au/etender/home.do

Lodgement Contact: [insert Admin contact name]

This document (including any attachments) is strictly confidential to the University of Queensland. You must not disclose or provide this document to any person, other than to persons engaged in the preparation of your offer. You may only use it for the purpose of responding to this Invitation to Offer.

[Notes:1. All text in pale blue bold italics, such as this paragraph, is for the guidance of UQ staff and must be

deleted from the ITO prior to release (unless the guidance indicates such text can be included or modified, in which case the text should be reformatted from pale blue bold italics to regular text once the appropriate selection/decision has been made).

2. All text in dark red bold italics is for the guidance of the respondents.

3. Do not make changes to the standard text in this template without approval from ITS Legal]

Privacy Statement - The University of Queensland is collecting Personal Information from you, and your relevant employees, agents and contractors, for the purpose of administering the ITO and evaluating the your offer. This Personal Information may be shared with Queensland Government departments or agencies, Queensland Government Bodies, Non-Government Organisations and/or Commonwealth, States or Territories for the purpose of administering the ITO and any related Contract, or made publicly available in

https://secure.publicworks.qld.gov.au/etender/home.do


accordance with the requirements of the Queensland Procurement Policy. Personal Information will not be otherwise disclosed to any other third party without your consent, except where authorised or required by law.

UQ CONFIDENTIAL INVITATION TO OFFER 1

Contents

1 Introduction 2

2 Instructions 4

3 Offer content and format 5

4 Background and project overview 7

5 Evaluation of offers 8

6 Other matters 10

Schedule 1 – Scope of Works 16

Part 1 – Background 16

Part 2 – Requirements 18

Schedule 2 – Draft Contract 23

Schedule 3 – Contractor Information 24

Schedule 4 – Response Schedule 26


1 Introduction

1.1 OffersThe University of Queensland (“UQ” “we” or “us”) seeks offers for the supply of:

[Provide a brief (no more than 1 paragraph) description of the products and services you require. A full description is to be set out in Attachment 1.]

1.2 ContentsThis Invitation to Offer (“ITO”) consists of the following:

Sections

Section 1 - Introduction

Section 2 - Instructions

Section 3 - Offer content and format

Section 4 - Background and project overview

Section 5 - Evaluation of offers

Section 6 - Other matters

Schedules and Attachments

Schedule 1 - Scope of Works

Schedule 2 - Draft Contract

Schedule 3 - Contractor Information

Schedule 4 - Response Schedule

Response Coversheet

Part A – Contractor Information

Part B - Requirements

Part C - Pricing

Part D Legal Terms / Response on Contract


1.3 Timetable The following timetable is the current timetable.

Date Event

[insert] Offerors execute confidentiality agreements

[Delete if offerors will not be asked to sign a confidentiality agreement before issue of the ITO. Confidentiality Agreements are only appropriate if there is significant UQ confidential information contained in the ITO.]

[insert] Issue ITO

[insert] Briefing conference

[Delete if there will not be a briefing or date unknown]

[insert date and time]

Closing date and time for offer lodgement

[insert] Select shortlisted offers

[Delete if no short listing]

[insert] Commence offer evaluation

[insert] Presentations (if requested)

[Delete if not applicable

[insert] Call for amended offers &/or contract negotiations

[insert] Assessment Completion

[insert] Final approval

[insert] Execute contract

[insert] Unsuccessful offerors notified

We reserve the right to vary this ITO timetable and the nature and number of milestone events in our absolute discretion at any time. We may do so without notifying one or more offerors. You must comply with the timetable (including as varied and notified to you).

1.4 Definitions and interpretationIn this ITO (unless expressly stated otherwise):

(a) ‘amended offer’, in respect of an offeror, means the offeror’s written responses to our requests for further information or clarification, the offeror’s amended and revised offers (and all attachments to or additional information provided with any of the foregoing), that the offeror submits to us;


(c) ‘Business Day’ means a day other than a Saturday, Sunday, a public holiday in the central business district of Brisbane, Queensland, or official University of Queensland Christmas / New Year University Leave Days;

(d) ‘offer’, in respect of an offeror, means the offeror’s initial offer (and all attachments to or additional information provided with it) and any amended offer, that the offeror submits to us;

(e) ‘Personnel’ in respect of an entity (being either us or an offeror) means that entity’s officers, employees, agents, advisors and contractors (including all subcontractors and their officers, employees, agents and subcontractors); and

(f) ‘related entity’ has the meaning given to it in section 9 of the Corporations Act 2001 (Cth).

Terms defined elsewhere in this ITO have the meaning given to them.

In this ITO, unless the contrary intention appears:

(a) a word denoting the singular includes the plural and vice versa and a word denoting one gender includes all genders;

(b) a word denoting an individual or person includes a natural person, a corporation, partnership, trust, joint venture, government or statutory body and any other legal entity;

(c) the terms ‘includes’, ‘such as’ and ‘for example’ (and their other grammatical forms) are not to be read as terms of limitation;

(d) a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;

(e) where a word or phrase is given a particular meaning, other parts of speech or grammatical forms of that word or phrase have corresponding meanings and the words includes or including or similar expressions are not to be read as words of limitation;

(f) headings are for convenience of reference only and do not affect interpretation;

(g) a reference to dollars, A$ or $ is a reference to the lawful currency of Australia; and

(h) an express reference to an ‘amended offer’ is not (except as expressly stated otherwise) to be read as limiting the effect of a reference to an ‘offer’ as defined.

2 Instructions

2.1 Date and Time of LodgementYou must submit your offer to the Place of Lodgement by no later than the Offer Closing Date and Time. These details are set out on the first page of this ITO.

2.2 Medium of your offer You must submit your offer electronically through the Queensland Government QTenders website https://secure.publicworks.qld.gov.au/etender/home.do.

2.3 Acceptance



By submitting an offer in response to this ITO you accept all the terms of this ITO. If you do not accept all the terms of this ITO or do not want to participate in this tender process, you should not submit an offer and should notify the ITO Manager that you do not intend to submit an offer.

3 Offer content and format

3.1 Offer content and formatYour offer must be formatted according to the guidelines and using the structure set out in this clause 3, Schedule 3 and Schedule 4. We will regard your offer as non-compliant if you fail to adhere to these requirements.

The offer should be complete without cross references to information previously supplied to us. Where such previously-submitted information is relevant, you should resubmit it to us with your offer.

Your offer must address this ITO clearly and concisely, and your offer must be free of irrelevant marketing material. You must identify all products and services needed to meet our required outcomes, including the Requirements set out in Schedule 1, together with their costs.

You should base your offer on the best information available at the time of your response. We rely on your knowledge and expertise as expressed in your offer.

Your offer should be contained in a single document. You must use the response template referenced in Schedule 4 of this document (“Response Schedule”) for your offer. You may include one (1) attachment containing further information in relation to your response (including information in relation to the requirements set out in Schedule 1 to be attached in accordance with clause 3.2(e)).

SUBJECT TO THE LAST PARAGRAPH OF CLAUSE 3.3, IF YOU WISH TO SUBMIT SEVERAL OPTIONS YOU MUST SUBMIT EACH OPTION IN A SEPARATE, SELF-CONTAINED ALTERNATIVE OFFER IN RESPONSE TO THIS ITO. EACH SUCH OFFER WILL BE TREATED AS A SEPARATE OFFER INDEPENDENT OF ANY OTHER ALTERNATIVE OFFERS.

If you submit an amended offer, it should be submitted as a complete standalone offer that does not refer to or rely on any offer or amended offer submitted previously.

If in our opinion we consider an offer (including any amended offer) is non-compliant with the requirements of this ITO then we may in our absolute discretion reject it, evaluate it, at any time request the relevant offeror to revise and resubmit it (and subject it to this paragraph again) and/or accept it.

3.2 RequirementsYou should respond to each of the requirements contained in the Schedule 1 Scope of Works by completing Part B of the Response Schedule indicating the extent of compliance with the relevant requirement and providing the information requested. In all cases your response must provide details supporting how your response complies, deviates, is planned or is non-compliant. Where you state “Deviates” you should provide full details of the extent of the compliance, the additional or different terms imposed and any alternatives offered.

(a) For the purpose of completing the Response Schedule, the following definitions apply:

(i) Compliant (C) means your response fully conforms to the requirement now.

(ii) Deviates (D) means your response partially conforms to the requirement but also imposes different, modified or additional terms with respect to that requirement or involves a different solution or solutions to the requirement.


(iii) Planned (P) means that your response or solution does not meet the requirement but that you have plans to make the solution compliant. If compliance is planned you must specify the date by which this compliance is expected.

(iv) Non-compliant and Not Planned (N) means an inability or refusal to meet a requirement on any terms.

(b) Where a section of the Response Schedule includes a question, please provide full details and information in response to that question.

(c) In all cases, you should provide information as to how you propose to deliver each service/product or meet each requirement described in the Schedule 1 Scope of Works in sufficient detail to enable us to assess your understanding of, and ability to meet our requirements and objectives.

(d) You should also clearly identify capabilities/systems that need to be developed to meet our requirements and objectives.

(e) If you need to provide additional material to explain your response to a particular requirement, you may do so in an attachment, provided that all such additional material is contained in a single attachment in relation to all requirements. Please ensure that information in any such attachment is clearly identified as relevant to the applicable requirement and appropriately cross-referenced to the relevant requirement in the Schedule 1 Scope of Works and otherwise complies with clause 3 of the ITO.

3.3 Pricing basis and schedulePlease provide pricing information in the format set out in Part C of the Response Schedule. All prices must be inclusive of:

GST and any other relevant taxes, duties and other government imposts;

delivery charges;

travel and other expenses related to the provision of the goods and services.

You should state all amounts in Australian dollars.

Please ensure that you structure your pricing in the manner set out in Part C of the Response Schedule. In addition, you may propose alternative pricing structures for our consideration.

You may include these alternatives in the one offer provided that they do not create uncertainty in relation to the goods and/or services to be supplied under the various alternatives and that all alternatives are subject to the same contractual terms (we may regard as non-compliant an offer which, in our opinion, contains such uncertainty or alternatives subject to different contractual terms, including if it has terms drafted to apply to one alternative but not another). Otherwise, you must submit each option in a separate, self-contained alternative offer in response to this ITO.

3.4 Response to proposed contract(a) We have specified in Schedule 2 of this ITO the proposed contract terms under which we will

purchase any goods and services acquired in relation to this ITO.

(b) In Part D of the Response Schedule of your offer you should include a confirmation of your agreement to those contract terms specified in Schedule 2. Whether or not you include this confirmation, you agree that by submitting your offer (and any amended offer) you are accepting our proposed contract terms as specified in Schedule 2 without change, except for any marked-up changes you provide in accordance with the next paragraph.


(c) If you require changes to the contract terms, you should include these in Part D of the Response Schedule (including of any amended offer) to show your proposed alternative wording, clearly identifying amendments requested by providing marked-up changes. This should include any specific terms that relate to the particular goods and services included in your offer.

(d) You must not simply add your standard trading terms to the draft contract. We expect any amendments to the contract terms to be minimal and you are reminded that changes you make to the contract terms may negatively affect our assessment of your offer.

(e) We will not consider a request to discuss or negotiate any particular provision to be a sufficient or acceptable response and we may treat any such offer as being non-compliant.

(f) You must ensure that, other than in Part D of the Response Schedule of your offer (including of any amended offer), your response does not purport to vary (including add to, amend, qualify or derogate from) the contract terms set out in Schedule 2. Such variations (outside of Part D of the Response Schedule) will not be incorporated into any offer or contract formed as a result of this ITO.

4 Background and project overview

4.1 Background on UQ Schedule 1 sets out the scope of work for this project and some background information [use the following text in quotes or an appropriate modification: “on UQ and UQ’s central IT structures].

4.2 Key ObjectivesUQ’s key objectives for this project are as follows:

[Insert key objectives]

4.3 Overview of [the Project][Insert an overview of the Project or subject matter of the ITO including Background, Key Business Drivers, Business Objectives, Technical Objectives and Critical Success Factors, etc., as appropriate, together with more details about the requirements of the project. This should be brief as full details will be supplied in Schedule 1].

4.4 Contract TermsSubject to the following paragraph, the proposed contractual terms for the procurement of the ICT goods and/or services described in this ITO are as specified in [if a draft contract is attached then insert the following text in quotes: “the Draft Contract in (or referred to in)”] Schedule 2 of this ITO and any contract will be awarded on the basis of those contractual terms subject to any amendments you have proposed in mark-up (if any) set out in Part D of the Response Schedule in your offer (including in any amended offer) that have been agreed by us.

We reserve the right to amend any and all contract terms prior to execution of any contract with a successful offeror. We reserve the right to reject any proposed amendments to the proposed contractual terms. We may exercise these rights in our absolute discretion.

This clause 4.4 applies at all times (including before, during and after any Offer Period referred to in clause 6.1).


5 Evaluation of offers

5.1 Evaluation panelWe intend to establish an evaluation panel to evaluate offers.

In evaluating offers, the evaluation panel will initially assess compliance of each offer with the requirement to provide the information requested in and in accordance with this ITO. The evaluation panel may eliminate non-compliant offers from further evaluation. However, we do reserve the right to evaluate and accept an offer that is incomplete or differs from the requirements of this ITO, even if another offer has been submitted which is complete and does comply with those requirements.

5.2 Evaluation criteria The following is the detailed evaluation criteria which we intend to use in evaluating offers. These criteria are not set out in any order of priority.

a) Cost related factors (including whole of life considerations).

b) Ability to meet the key objectives set out in clause 4.2 of this ITO, and the commercial, functional and technical requirements of UQ set out or referenced in Schedule 1 of this ITO, including non-cost factors (such as fitness for purpose, quality, delivery, service, support and sustainability impacts where relevant).

c) Compliance with the contractual terms and Draft Contract (if any).

d) Demonstrated experience of successfully supplying systems, products and/or services of a similar nature, size and complexity.

e) Qualifications and experience of personnel (includes technical and project/management skills) to be allocated to the work.

We may allocate weights to evaluation criteria at our discretion. We will not necessarily accept the lowest price offered.

We may ask you to submit additional information and may seek clarification of, or improvement of, your offer at any time during the evaluation process. Irrespective of whether it is stipulated above, the evaluation criteria may also include financial, reference and other checks, compliance with Queensland Procurement Policy objectives and other matters described in this Section 5.

[For ‘open tenders’ include the following: PLEASE NOTE: despite any other provisions of this ITO, if we receive what we consider (in our discretion) to be a large number of submitted offers, we may choose to eliminate any number of offerors or parts of offers (even without reviewing the offers) and without providing reasons. Examples of the circumstances in which we may do this include where we have determined (in our discretion) one or more of the following: that we do not have the resources to evaluate all offers; or that the additional time necessary to evaluate all offers is unacceptable to us; or that having commenced evaluations, we wish to select only some offerors (and/or parts of offers) for final evaluation; or that we wish to do something mentioned in clause 5.4 of this ITO.]

5.3 DemonstrationAs part of the evaluation of your offer, we may request that you demonstrate all or part of your proposed solution. We will notify you if a demonstration (which may include proof of concept demonstrations) will be required and set the day for the demonstration. The requirements for the demonstration and the scenarios you will be asked to present will be provided to you within a reasonable time prior to the time set for commencement of your demonstration.


We may require that only one or more other offerors take part in a demonstration. Even if we have participated in demonstrations by other offerors, we may choose at our discretion not to participate in a demonstration with you.

5.4 Discussions, negotiations, rejections and other mattersDetailed evaluation may also involve:

(a) discussions or negotiations with one or more offerors (whether simultaneously or otherwise);

(b) visits to reference sites and/or contact with referees (which may include sites and referees other than those provided by you); and

(c) offerors presenting their offer to us. Members of the evaluation panel and selected advisers may attend the presentation. The evaluation panel may record the presentation for reference during the evaluation process.

We may at any time and in our absolute discretion do any one or more of the following (including after the submission of any amended offer):

(a) negotiate with any one or more of the offerors (and not others), and/or any other person and whether or not on the terms of Schedule 1 or proposed in Schedule 2 of this ITO;

(b) separate components of the goods or services and negotiate at any time separately with any one or more of the offerors in respect of any of those separate components;

(c) request any one or more offerors (and not others) to submit an amended offer improving the offer or aspects of it or an alternative offer, including for any one or more separate components as we require;

(d) cease negotiations or recommence negotiations with any offeror;

(e) accept an offer by any offeror;

(f) accept only part of an offer by any offeror;

(g) accept offers or parts of offers from more than one offeror;

(h) satisfy (in whole or part) any need set out in this ITO internally or via an alternative approach, including by entering into contracts with one or more other parties whether or not they submitted an offer in response to this ITO (and whether or not any such need will be satisfied by any offer or offers we are considering, or have accepted, in whole or in part);

(i) reject all offers and satisfy the need set out in this ITO (in whole or part) internally or via an alternative approach, including by entering into contracts with one or more other parties whether or not they submitted an offer in response to this ITO; or

(j) reject all offers and seek to re-tender or not procure any goods and services related to the needs set out in this ITO.

For the avoidance of doubt, an offer is not accepted unless and until we execute a binding written contract for the provision of the goods or services the subject of the offer.

5.5 Advice to offerorsGenerally we will try to notify unsuccessful offerors that they have been unsuccessful. In some cases (for example, if a large number of offers are submitted) we may not. We appreciate the effort involved in preparing an offer and we are happy to consider requests from unsuccessful offerors for additional


information, debriefs or feedback, but we must reserve the right to determine at our discretion in each case whether or not to respond (and we may choose not to, even if we have responded to other requests from you or other offerors).

6 Other matters

6.1 Offer periodYou agree each submitted offer (including any amended offer) is a binding offer incorporating the contract terms in Schedule 2 (if and as amended by you in accordance with clauses 3.4(b) and (c) and subject to clause 3.4(f)) (“Offer Terms”) and you agree the Offer Terms (including pricing) will remain valid and open to acceptance by us for at least 120 Business Days after the Offer Closing Date and Time (“Offer Period”).

You agree that, even if we negotiate with you, during this Offer Period you must not, unless we consent, in any material or significant way (as we reasonably determine) attempt to vary (including add to, alter or derogate from) the commercial or legal terms of the Offer Terms.

To avoid doubt, in the event of any inconsistency between information that forms part of your offer, more recently submitted information takes precedence over less recently submitted information to the extent of the inconsistency.

6.2 Late offersYou are solely responsible for ensuring that you submit your offer prior to the Offer Closing Date and Time. Delays caused by delivery methods are your responsibility, even if due to any error, malfunction or unavailability of any electronic system we use for submitting responses to this ITO.

We may exclude, as non-compliant, offers not received at the Place of Lodgement prior to the Offer Closing Date and Time. However, without any obligation to do so, we may determine in our absolute discretion that it is appropriate to consider a late offer.

6.3 ExtensionsWe may extend the Offer Closing Date and Time at our absolute discretion. You may request an extension electronically in the manner set out in clause 6.7 but we are under no obligation to grant an extension.

6.4 Offer risks and costsTo the maximum extent permitted by law, participation in any stage of this ITO process will be at your sole risk and you will bear all costs and expenses incurred by you and your Personnel in relation to your participation, including in relation to preparing and submitting any offer to this ITO and any amended offer and in relation to contract negotiations, participation in any presentations, demonstrations or proof of concept processes and all related activities and advice in respect of your offer or participation.

6.5 Limit on liabilityDespite any other provision of this ITO, our total liability (and that of our Personnel) to you (and to any person claiming through you) under any legal theory (including in contract, tort, including negligence, under statute, in equity or otherwise) for any Loss suffered or incurred by you (or any person claiming through you) arising from or in connection with this ITO, including in connection with:

(a) your or their preparation for or participation in the ITO process or any demonstrations or proof of concept processes;


(b) the use or failure of, or any defect in, any electronic system used, or that we require to be used, in connection with the ITO process;

(c) your offer being rejected or not being successful for any reason;

(d) our decision to proceed with other offerors or other persons that did not submit an offer or not to proceed with the ITO process, in whole or part; or

(e) the exercise of, or failure or refusal to exercise any of, our rights or discretions in connection with this ITO,

is limited for any Claim, and all Claims in the aggregate, to an amount of AUD$100.

Despite any other provision of this ITO and whether such Loss is characterised as direct, indirect or consequential, neither we nor our Personnel will be liable to you (or any person claiming through you) for any:

(a) loss of profits, expectation, opportunity, revenue, goodwill or reputation or anticipated gains or savings, or loss, corruption or unavailability of data or systems or any business interruption, suffered or incurred by you (or any person claiming through you) in connection with this ITO; or

(b) Loss suffered or incurred by you (or any person claiming through you) arising from or in connection with anything referred to in paragraph (a).

The limitations and exclusions in this clause 6.5 apply to the maximum extent permitted by law whether or not the Loss arises in connection with any wilful or inadvertent act or omission, negligence, default, lack of care or misrepresentation on our part or that of our Personnel and whether or not such Loss was foreseeable or the risk of the Loss was known by or made know to us or to our Personnel.

You agree that our Personnel act as our representatives or contractors and you hereby irrevocably release them from all liability personally in connection with their involvement in the ITO process, except in relation to any criminal conduct, and you will not, and will ensure your Personnel and related entities do not, make or maintain any allegation, claim or proceedings against any of them.

You agree to indemnify and keep indemnified (on demand) us and our Personnel from and against any and all Loss of any kind whatsoever suffered or incurred (or that would but for this indemnity be suffered or incurred) by us or our Personnel or any other person, arising from or in any way in connection with any Claim being made, commenced or maintained by you, your Personnel or your related entities to the extent that it is contrary to the limitations, exclusions and releases of liability in this clause 6.5.

For the purposes of this clause 6.5 and clause 6.15: “Loss” includes any loss, damage, cost (including all legal costs), expense or liability of any kind whatsoever and “Claim” includes allegations, claims, demands, proceedings (including court, arbitration and other proceedings) and settlements.

To the full extent permitted by law, all of the above limitations, exclusions, releases and indemnities may also be enforced on behalf of or for the benefit of our Personnel.

These limitations and exclusions continue in force after completion of the ITO process (or your participation in it).

6.6 No collusionIn preparing your offer, you should not communicate (verbally or otherwise), have any arrangement or arrive at any understanding with any other offeror or potential offeror concerning the work the subject of this ITO. You should not engage in practices that might be regarded as collusive or anticompetitive.

Where an offeror wishes to involve another party or parties in an offer to provide a more substantial and complete solution for us, an offer may be submitted by one offeror which includes details of the goods or


services to be provided by the other party or parties. We will not accept consortium bids and any offer must be submitted by a single legal entity as the prime contractor with other parties and their role identified in the offer. You should disclose the nature of the relationship with the other party or parties to us and the offer should include the details specified in section 5 of Schedule 3 to this ITO.

If your offer is successful, we will require you to contract as prime contractor to provide all of the goods and services the subject of this ITO. You will be solely responsible for the performance of and liability to those parties. We may request a copy of your contract(s) with those parties and if so, you must provide us with copies of them within seven (7) days of receiving our request.

6.7 Communication during the ITO processYou must nominate a contact person in your organisation who will be the only person authorised to communicate with us. You should not otherwise initiate contact with us or any of our employees, contractors or consultants in relation to your offer.

All communications between you and us relating to this ITO should be made electronically through the Queensland Government’s QTender ‘Online Forum’ or ‘Ask a Question’ or as otherwise provided for in this ITO, including in accordance with clause 5.3 and clause 5.4. Any oral explanation or response provided to you will not form part of the ITO.

6.8 Requests for clarification and further informationAll requests for further information or clarification of the ITO should be directed electronically as set out in clause 6.7.

If you find a discrepancy, error or omission in this ITO or other information issued by us or you have a query, you should submit a notification immediately. We may send our response to such queries, discrepancies, errors or omissions to all offerors through the QTenders site where that response adds to, modifies or clarifies this ITO.

We may issue an amendment, addition, information or instruction relating to the ITO in writing, whether through the QTenders site or otherwise, at any time. It is your responsibility to monitor the QTenders site for any such communications. Where an amendment, addition, information or instruction has been issued after you have lodged your offer, you should update your offer and resubmit it to us in accordance with our instructions.

The ITO Manager may contact you requesting clarification of your offer during the evaluation period. You should respond to that request in writing according to the timing we instruct. At our absolute discretion, we may enter into detailed discussions and contract negotiations with one or more offerors without any obligation to involve all offerors. We do not intend to comment on or disclose the progress of evaluations of offers prior to the ITO Manager giving formal notice.

6.9 Changes to the ITO processThe processes and procedures set out in this ITO represent the manner in which we currently intend to conduct this ITO. However, we may change the procedures set out in this ITO from time to time. We will generally try to notify you of any material changes that may affect you but will not necessarily provide reasons (and may not provide notice in certain cases).

Without limiting the previous paragraph, we reserve the right, in our absolute discretion, to do all or any of the following at any stage of the ITO process:

(a) request information from one or more offerors;

(b) change the format, structure or timing of the ITO process (or any part), including to add or remove items from, and to extend or shorten periods in, the timetable;


(c) change the scope or requirements of the goods or services the subject of this ITO; or

(d) vary, amend, suspend or terminate the ITO process or your participation in it.

6.10 Ownership in this ITOThis ITO, including all information and ideas contained in this ITO, is and will remain our property. We give you no rights in this ITO. You must not copy, use, distribute or otherwise deal with this ITO, except as reasonably necessary for you to respond to this ITO, unless we give our prior written consent.

6.11 Our confidential informationOur confidential information includes all information contained in this ITO or subsequently provided by us other than information which is or becomes public knowledge (unless through a breach of confidentiality by you).

You may disclose our confidential information to your employees, agents, contractors and advisors strictly on a need to know basis and solely for the purposes of evaluating the contents of this ITO, preparing your offer and negotiating any resulting contract. You must ensure the recipients are bound by similar confidentiality obligations in respect of the information.

You are also permitted to disclose our confidential information to the extent you are required to disclose it by law. However, prior to any such disclosure you must notify us in writing and allow us, to the extent legally possible, a reasonable period to consider whether we wish to require you to challenge the grounds for the disclosure or seek conditions placed on the disclosure.

You must not otherwise use or disclose our confidential information.

You may not make any announcement or release any information regarding this ITO (including that it has been sent to you, contract negotiations and the signed contract) without our prior written consent which may be given or refused in at our absolute discretion.

6.12 Return and destruction of our confidential informationWe may require you to return or destroy all copies of this ITO and any other confidential information we have provided to you. You must promptly comply with this request and provide a written certification of destruction (if applicable).

6.13 Your confidential informationYou should clearly identify any confidential information in your offer such as information you provide about your company, products, services and customers. Such information will not be confidential if we already know the information, it is public knowledge or we have already obtained the information on a non-confidential basis.

You must not mark the whole or substantially the whole of your offer as confidential. You must not claim confidentiality for any part of your offer which is not genuinely confidential. Your information (whether or not identified as confidential) will not be confidential to the extent that it is or becomes known to us independently of any offer or other information you provide to us in connection with this ITO process.

We will keep your confidential information confidential. You agree that we may disclose any information in your offer (including your confidential information) to our employees, agents, contractors and advisors on a need to know basis and for the purpose of evaluating or clarifying your offer or negotiating any resulting contract.

We may also disclose your confidential information to the extent we are required to do so by law or requested to do so by a government agency or regulatory body. However, prior to any such disclosure


(except if we reasonably consider it may be illegal or otherwise detrimental to us to do so) we will aim to notify you in writing and allow you a reasonable opportunity to challenge the grounds for or seek conditions on the disclosure.

6.14 Ownership of offer document and licence to useThe copies of your offer submitted to us will become our property. This does not affect your ownership of any intellectual property that may exist in your offer. We may also reproduce, transmit or otherwise deal with your offer for the purposes of evaluation, clarification, negotiation with you and anything else related to these purposes or compliance with any law. We may retain copies of your offer, evaluation information and other materials as are required by our internal policies and processes or by law.

6.15 Right to carry out demonstration and proof of conceptIn the event that you are asked to and you do carry out a demonstration and/or proof of concept in relation to this ITO, at all times during the demonstration and proof of concept and our evaluation thereafter, you warrant that:

(a) you have all necessary rights to carry out the demonstration and proof of concept; and

(b) we have all necessary rights to use the hardware, software and/or systems you arrange or provide and all other necessary rights to enable us to participate in and undertake the demonstration and proof of concept and our evaluation process thereafter,

in accordance with this ITO. You agree to indemnify us and our Personnel (on demand) from and against any Loss suffered or incurred by us, our Personnel or any other person in relation to a Claim arising out of the conduct of the demonstration or the proof of concept or our use of the hardware, software and/or systems you arrange or provide, except to the extent that we are in breach of clause 6.16.

Schedule 1 may set out additional requirements in relation to demonstrations and proof of concept trials.

6.16 UQ obligations in demonstration and proof of conceptWe agree that we will:

(a) comply with any reasonable terms we have expressly accepted relating to use of hardware, software and/or systems you arrange or provide during the demonstration and proof of concept, provided that such terms enable us to assess the functionality of the hardware, software and/or systems and its/their ability to meet our requirements and objectives in our environment; and

(b) on completion of our evaluation process (after the demonstration and proof of concept), return any hardware and/or software (and delete any copies of the software) that you have provided unless you allow us to keep it.

6.17 DisclaimerThis ITO contains statements based on information or data that at the date it was obtained by us, we believed to be reliable. We make no representation or warranty, express or implied, as to the accuracy or completeness of any information or data or statement given or made in this ITO or that this ITO, or any system used in relation to it, is free of defects or errors. You are responsible for forming your own independent judgements, interpretations, conclusions, and deductions about any information or data in this ITO, and you should examine all information relevant to the risks, contingencies and other circumstances that could affect your offer. We will not be liable to you if you rely on any information or data in this ITO.


6.18 Reliance on statementsWe may rely on any statements made by you (including by your employees, contractors, advisors and agents), including in relation to our decision to enter into a contract with you and the terms of that contract. The statements we may rely on include those contained in your offer, those made in any written or verbal communications and in any negotiations with us. If we believe you have made any false or misleading statements, we may in our absolute discretion, exclude your offer from the evaluation process at any time.

6.19 Inclusion of this ITO and offer in contractWe may include any part or the whole of this ITO, your offer, including any amended offer, and any other written or verbal statements made by you (including by your employees, contractors, advisors or agents) in any resulting contract that we may enter into in respect of the subject of your offer.

6.20 Unlawful acts and improper assistanceYou (and your employees, contractors, advisors and agents) must not offer any form of inducements to us or exhibit undue pressure (including any duress) on us, our employees, agents, contractors or advisors in connection with this ITO process, or enter into any discussions or communications (other than as permitted by this ITO) with, or otherwise attempt to influence, any person in a position to influence the outcome of this ITO process. We may exclude your offer from consideration where we believe it has been compiled using information improperly obtained from us or with the improper assistance of any person currently or previously associated with us.

6.21 Conflict of interestYou should notify us of any potential or actual conflict of interest or duty in the offer that may affect your ability to provide the proposed goods or services to us. If we request, you will meet with us and discuss in good faith our concerns regarding any such conflict of interest or duty. In any event, you should ensure that you act impartially in preparing your offer and without regard to any conflict of interest.

6.22 Precedence of documentsIf there is any inconsistency between this Section 6 of the ITO and any of the other sections, schedules or attachments, then the terms of this Section 6 will prevail to the extent of that inconsistency.


Schedule 1 – Scope of Works

Part 1 – Background

UQ BackgroundThe University of Queensland (UQ) is one of Australia's premier learning and research institutions. It is the oldest university in Queensland and has produced more than 200,000 graduates since opening in 1911. Its graduates have become leaders in all areas of society and industry.UQ is one of the three Australian members of the global Universitas 21 alliance. This group aims to enhance the quality of university outcomes through international benchmarking and a joint venture e-learning project with The Thomson Corporation. UQ is a founding member of the national Group of Eight (Go8) a coalition of leading Australian universities, intensive in research and comprehensive in general and professional education. Collectively, Group of Eight members account for 70 percent of all research income in Australia's university system, enrol more than half of all higher degree by research students, hold over 90 percent of US patents for inventions and generate 80 percent of spin-off companies created by Australian universities. UQ is a pacesetter in discovery and translational research across a broad spectrum of exciting disciplines, ranging from bioscience and nanotechnology to mining, engineering, social science and humanities. Its eight internationally significant research institutes are draw cards for an ever-expanding community of scientists, researchers and commercialisation experts. UQ is noted for supporting early- and mid-career researchers, as seen in our commitment to research training; in 2010, UQ celebrated its 9000th PhD graduation. UQ currently has 4039 Research Higher Degree students, including 3593 PhD students. In 2010, 534 Research Higher Degrees were awarded. UQ offers undergraduate and postgraduate programs that are informed by the latest research and delivered in state-of-the-art learning spaces. Its teachers have won more Australian Awards for University Teaching than any other Australian university. Today, UQ has almost 44,000 students who study across its four main campuses in southeast Queensland: St Lucia, Ipswich, Gatton and Herston. Staff and students from more than 134 nations are valued in its multicultural community, which celebrates excellence in all aspects of scholarship.

ITS Background The division of Information Technology Services (ITS) at The University of Queensland proactively supports the teaching, learning and research needs of the University community and provides a wide range of services to students and staff, as well as users in the wider community. It comprises three major sections located on the St Lucia, Ipswich and Gatton campuses: Academic Services, Enterprise Support and University Networks.

Also located within ITS is the internationally recognised network security group, AusCERT, which provides internet security services throughout Australia, New Zealand and Papua New Guinea.

ITS manages core networks not only for the whole of The University of Queensland but also, on behalf of the Queensland Regional Network Organisation (QRNO), works with Queensland universities to manage access to the national university network (AARNet).

ITS also operates Supercomputers and many of the University’s largest servers.


http://www.uq.edu.au/about/?id=1036

http://www.universitas21.com/

[Service Area] Background [Please include some background information on the ITS Service Area conducting this ITO]


Part 2 – RequirementsSection 1 – Introduction

[Please include an introductory description of the scope of the work for this ITO. This should be fuller than the brief description given in section 4 Background and Project Overview.]


Section 2 – Categorisation of requirements

The requirements in this Scope of works are categorised as follows:

Cat Tag

Category Definition

M MANDATORY A fundamental requirement. This does not prevent us from accepting an offer that fails to meet any such requirement.

However, we may at our discretion reject an offer that fails to meet any one of these requirements.

HD HIGHLY DESIRABLE Highly desirable functionality or other requirement.

However, we may consider alternatives providing similar design, functionality, capabilities or other characteristics.

D DESIRABLE Desirable requirement. We are less likely to reject an offer that fails to meet such requirements.

I INFORMATION A request for quantitative or qualitative information.

You are required to:

provide the details of your proposed solution by responding to each requirement in the form set out

below;

clearly specify whether the offer complies with the requirement in each case;

provide a sufficiently detailed response and relevant information in relation to each requirement to

allow for evaluation of the proposed solution;

where the you wish to provide further information relevant to one or more requirements that cannot

be provided in the response document, provide such further information in a single attachment in

relation to all requirements (unless we have identified other attachments to be completed instead);

ensure that all information provided in the response directly addresses the requirements and does not

include generic information or marketing material. If you wish to make us aware of marketing

material it should be clearly marked as such and provided in a separate attachment. We reserve the

right not to consider marketing material as part of the response; and

where you wish to present multiple options to us, present each option in a separate response, each of

which must independently conform with the requirements of the ITO.

Offerors are asked to respond using Part B of the Response Schedule document that is provided separately [(see further details in section 3 of this Part)].

All responses to requirements, including those categorised as ‘Information’ requirements, will form part of the contracted offer (subject to any negotiation and the final contract terms).


Section 3 – Further detailed requirements

[To be completed and amended as appropriate for the particular procurement]

[For demonstrations or proof of concept trials, consider whether additional terms are required (see clauses 6.15 and 6.16 of the ITO terms). For example, will UQ have to provide or borrow equipment, software, interfaces or environments? Will it be on-site or off-site? etc]

[If you have separate attachments containing requirements descriptions then consider using wording along the following lines:

The detailed requirements are contained in the [insert name of attached requirements description document] (included with this ITO document) and its relevant Attachments.

Please provide your responses to requirements by completing the Response Schedule with the following attachments:

1. Attachment [insert name of attached requirements description document] with your completed responses within that document; and

2. Attachment [insert name of attached requirements description document] with your completed responses within that document.

Please note that responses to specific requirements should contemplate the requirements descriptions as a whole [in all attachments].

The key objectives set out in clause 4.2 of this ITO form part of these requirements.

[Consider if you have special requirements for any demo / proof of concept. If so, stipulate them here:

Demonstration / Proof of concept

Cat Tag Item Description Response

Business Requirements


User Requirements



Software


Licensing


Hardware


Network


Security


Deployment


Proposed Solution


Delivery Plan



Acceptance Testing


Support and Maintenance

[Consider including desired Service Levels, service credits and liquidated damages]


Vendor Information



Schedule 2 – Draft Contract

Any Customer Contract/s established as a result of this ITO shall be:

[If non-GITC include the following text and remove the GITC text]

substantially in the form of the attached draft contract.

[If GITC include the following text and remove the non-GITC text above]

structured in accordance with Queensland GITC (Version 5.02 or, if the Customer deems it appropriate, Version 5.03);

constituted by the GITC General Order and applicable Module Order/s together with the appropriate GITC Schedules; [and]

substantially in accordance with the terms specified below. [Include this if a draft GITC customer contract is NOT attached but you wish to specify certain terms at the outset.]

substantially in the form of the attached draft GITC Customer Contract. [Include this if a draft GITC customer contract is attached.]

All responses to requirements, including those categorised as ‘Information’ requirements, will form part of the contracted offer (subject to any negotiation and the final contract terms).

[If you are inserting some but not all contract terms, insert the following below]

Key contract terms

References in the following terms to the ‘Contractor’ are a reference to the successful offeror with whom UQ contracts.

[Legal to insert contract terms here, if any.]

GITC Terms

All offerors must be a signatory to a Queensland GITC Version 5.02 (or Version 5.03) Deed of Agreement with the Queensland Government GITC Contract Authority and be accredited for the appropriate Customer Contract Modules before entering any contract for procurement under this ITO.

Please advise if you are a current Signatory to GITC Version 5.02 or Version 5.03 and provide: your GITC Version 5.02 or Version 5.03 Agreement Number; Any Schedule A2(A) that is incorporated into your Deed of Agreement with the Contract

Authority; and the Customer Contract Modules which comprise your GITC Version 5.02 or Version 5.03

Agreement.

Please note the requirements and effect of clause 3.4 of this ITO regarding your offer and the contract terms.

Further information regarding GITC can be obtained from the GITC website or by contacting GITC Services on telephone number (07) 3719 7689.

[Legal to insert a draft contract.]


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

Schedule 3 – Contractor Information

1 Executive summary

[Please ensure that your executive summary is brief, no more than 2 pages]

This section should include a high-level summary of your offer, including:

an overview of your approach; and

factors which you consider important for us to consider.

2 Company profileThis section should include full details of your company including information regarding track record in supplying relevant goods and services, financial stability and future direction. You should include at least the following details:

(a) full name, ACN/ARBN/ABN of the company;

(b) GST registration status;

(c) the company’s GITC number (if applicable);

(d) brief company history including (if relevant) a certificate of incorporation;

(e) certificates of insurance as required under the draft contract;

(f) overview of products and services provided by the company;

(g) company’s office locations in Australia and number of employees in each office;

(h) annual revenue over the last 3 years;

(i) the name, title, address, direct telephone and fax numbers and email address of the designated person in the company who will be our primary contact during the evaluation process; and

(j) disclosure of any disputes or claims with customers in relation to your proposed solution and/or delivery of products and/or services in the past 5 years. Please provide details of any such claims and whether they have been resolved.

3 Government prioritiesPlease provide details of any policies you have in place that demonstrate that your organisation is ethical, socially responsible, and environmentally aware and treats its employees fairly.

4 References In this section, you should list organisations who are prepared to provide a reference for you and to whom you have provided goods and services of a similar nature and scope as those the subject of this ITO. It is preferable if these referees include customers who have recently acquired those goods or services.


Please provide the following information for each referee:

(a) name of the organisation;

(b) name, title, address and telephone number of the person we can contact;

(c) good and services provided;

(d) organisation’s industry; and

(e) scale of operations in terms of quantity of goods and services, dollar value and any other relevant factors.

Please note that we may contact your nominated referees or other customers for reference checking without advising you.

5 Other partiesIf the offer involves other parties, you should include the following information about those other parties in this section:

(a) full name, ACN and ABN of the company;

(b) description of the involvement of that company in your offer;

(c) description of your relationship with that company;

(d) details of that company’s track record in performing the role envisaged in your offer;

This information can be included directly in the relevant Part of the Response Schedule where applicable.

6 Other informationInsert in this section any other information that you consider is relevant to your offer.


Schedule 4 – Response Schedule

Please refer to the ‘Schedule 4 – Response Schedule’ included with the ITO documentation as a separate document to be completed and submitted by each offeror.

[Create a PDF of the whole ITO and a word version of Schedule 4 to be uploaded into QTenders. This is to make it easier for the respondent to use our preferred format when responding]


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