general conditions of contract - dilgp.qld.gov.au · general conditions of contract 1....

V1: 05.11.09

General Conditions of Contract



Table of Contents

1. Interpretation..............................................................................................................................3

2. Responsibilities, obligations and acknowledgments of the Contractor .....................................8

3. Responsibilities and obligations of the Principal ......................................................................11

4. Price, approved expenses and payment ..................................................................................12

5. Goods and services tax (GST) ....................................................................................................13

6. Security......................................................................................................................................13

7. Maximum amount.....................................................................................................................14

8. Project Officer ...........................................................................................................................15

9. Intellectual property .................................................................................................................15

10. Records and contract material..................................................................................................16

11. Conflict of interest.....................................................................................................................16

12. Disclosure of information..........................................................................................................16

13. Directions and variations ..........................................................................................................18

14. Suspension, default, termination..............................................................................................18

15. Risk and indemnity....................................................................................................................22

16. Limitation of liability .................................................................................................................23

17. Time...........................................................................................................................................24

18. Insurance...................................................................................................................................25

19. Dispute resolution.....................................................................................................................26

20. Waiver .......................................................................................................................................26

21. Governing law ...........................................................................................................................27

22. Entire agreement ......................................................................................................................27

23. Notices.......................................................................................................................................27

Schedule A – Contract Particulars ......................................................................................................28

Schedule B – Goods and /or Services Including Price ........................................................................32

Schedule C – Additional Provisions of the General Conditions of Contract.......................................35

Department of Infrastructure and Planning of 35


1. Interpretation

1.1 In the Contract, except where the context otherwise requires -

‘Act’ means the Professional Standards Act 2004.

‘Approved Expenses’ means the Contractor’s expenses (including

disbursements other than the Contractor’s price for the

Contractor’s Services) which have been agreed between

the parties and approved by the State prior to any

expenditure being incurred and the parties acknowledge

the expenditures specified in item 4 of Schedule A of

these General Conditions of Contract have been

approved by the State.

‘Business Day’ means a day other than a Saturday, Sunday or public

holiday in Brisbane.

‘Conditions of Contract’ or ‘Conditions’

means these General Conditions of Contract.

‘Confidential Information’ means all information obtained by the Contractor in the course of performing this Contract, including but not limited to the Records.

‘Conflict of Interest’ includes engaging in any activity, or having any interest which conflicts or may conflict with the ability of the Contractor to perform its obligations under the Contract in good faith and objectively.

‘Consumer Price Index (CPI)’ means the measurement of changes in the purchasing‐power of a currency and the rate of inflation. CPI expresses the current prices of a 'basket' of goods and services in terms of the prices during the same period in a previous year, to show effect of inflation on purchasing power.



‘Contract’ means the agreement between the State and the Contractor as constituted by:

(i) the Letter of Acceptance; (ii) these General Conditions of Contract, including

Schedule A, Schedule B and Schedule C; (iii) the Specifications; (iv) the Contractor’s offer; (v) the Invitation; and where there arises an inconsistency or ambiguity between provisions in the different documents which constitute the Contract, the order of precedence to resolve the inconsistency or ambiguity will be in the order set down above.

‘Contract material’ means all material, including but not limited to documents, information and data stored by any means which is created in connection with or for the purposes of performing the Contractor’s Services.

‘Contractor’ means the entity appointed in writing by the State to perform the Contractor’s Services and includes that person’s executors and permitted assigns and in the case of a body corporate its successors and permitted assigns.

‘Contractor Services’ means the services/goods described in the Specifications as may be varied by the Letter of Acceptance of the Contractor’s offer together with those activities which the Contractor is required to carry out under the Contract.

‘Correctly Rendered Invoice’ means an invoice: (a) in which the amount claimed is due for payment in

accordance with the Contract; (b) in which the amount claimed is correctly calculated

in accordance with the Contract; (c) which correctly identifies the Good and/or Services

supplied; (d) which, if GST applies is a valid tax invoice under the

GST Legislation; and (e) which complies with clause 4.

‘Council’ means the Professional Standards Council established under the Act.



‘Event of Force Majeure’ means an occurrence or circumstances beyond the reasonable control of the party affected by it, such as: (a) a war, civil commotion or an act of sabotage or

vandalism; or (b) a strike, lockout or industrial action, dispute or

disturbance of any kind; or (c) an act of God; or (d) a storm, tempest, fire, flood, earthquake or other

natural calamity.

‘Hazardous Materials’ includes asbestos and toxic materials.

‘Intellectual property rights’ includes any intellectual or industrial property rights,

whether registered or unregistered, including:

(a) all patents, trade marks, copyright, designs, trade secrets, know‐how and other rights in any design, materials, processes, documents and methods of working; and

(b) all licences and other rights to use or to grant the use of any of the forgoing;

but excludes Moral Rights.

‘Invitation’ means the invitation or request for quote extended to the Contractor by the State to submit an offer for the performance of Contractor Services.

‘Key Personnel’ means the representative/s of the Contractor specified in item 6 of Schedule A of the General Conditions of Contract (if applicable).

‘Legislative requirements’ includes:

(a) acts, ordinances, regulations, by‐laws, orders, awards and proclamations of the Commonwealth and of the State of Queensland that are applicable to the Contractor Services; and

(b) certificates, licenses, consent, permits, approvals and requirements of organisations having jurisdiction applicable to the Contractor Services.

‘Letter of Acceptance’ means a letter from the State to the Contractor accepting the Contractor’s offer.



‘Material Terms’ clauses 2, 4, 6, 9, 10, 11, 12, 17 and 18 are material terms of the Contract.

‘Notice’ means notice in writing which may be given by personal delivery, pre‐paid postage or facsimile to the Party’s business address or registered office or, except for a notice under clause 14, notice given my email to a Party’s nominated email address.

‘Occupational Liability’ has the same meaning ascribed to that term under the Act.

‘Parties’ means the Principal and the Contractor.

‘Personal Information’ has the same meaning ascribed to that term under the Privacy Act.

‘Price’ means the itemised prices and/or the price calculated by reference to a schedule of rates payable by the Principal for a Deliverable, as specified in Schedule B, and unless otherwise specified in Schedule B is inclusive of packaging, handling, freight, GST and all other duties, taxes and charges.

‘Principal’ means the State of Queensland or other entity specified in item 1 of Part 1 of the Invitation, seeking offers for the provision of goods and/or Services.

‘Principal’s consent’ means prior written consent (which shall not be unreasonably withheld) of the Principal which may be given subject to such terms and conditions as the Principal may see fit to impose.

‘Privacy Act’ means the Information Privacy Act 2009.

‘Project Officer’ means the person appointed by the State in accordance with clause 8 of these Conditions.

‘Records’ means all material including but not limited to books, documents and information, or data stored by any means disclosed or made available by the State to the Contractor in connection with the performance of the Contract and includes a copy of any Records.

‘Schedule’ means any schedule attached to these Conditions.



‘Scheme’ means any scheme approved by the Council under the Act.

Security means an unconditional undertaking or such other security approved by the State in order to secure the due and proper performance of the Contract by the Contractor.

Site means the place or places specified in item 10 of Schedule A of these General Conditions of Contract, where the Contractor Services are to be supplied, installed, delivered and/or maintained.

‘Specifications’ means the document issued by the Principal to the Contractor for the purpose of describing the scope of the project and the scope of the services to be provided by the Contractor, and includes any amendments agreed in writing by both parties.

‘State’ means the State of Queensland acting through the Department stated in Schedule A of these General Conditions of Contract.

1.2 Clause headings are inserted for ease of reference only and will not form part of nor be used

in the interpretation of the Contract. 1.3 The following rules shall apply in interpreting these Conditions of Contract, unless the

context otherwise requires:

(a) words importing a gender include the other gender;

(b) words in the singular include the plural and vice versa;

(c) all dollar amounts refer to Australian currency;

(d) a reference to any legislation includes any subordinate legislation made under it and any legislation amending, consolidating or replacing it;

(e) a reference to an entity or person includes an individual, corporation, partnership or other legal entity;

(f) a party includes its executors, administrators, liquidators, successors and permitted assigns;

(g) “consent” means prior written consent;

(h) “in writing” means either by letter or email;

(i) a clause, Schedule, attachment or annexure is a reference to a clause, Schedule, attachment or annexure to these Conditions of Contract;

(j) if a day on which an act is to be done is a Saturday, Sunday or public holiday in the place where the act is to be done, the act may be done on the next Business Day in that place, unless the Parties agree otherwise;



(k) if any expression is defined, other grammatical forms of that expression will have corresponding meanings, unless the context otherwise requires;

(l) a clause is a reference to all of its sub‐clauses; and

(m) a document or agreement or a provision of a document or agreement, is a reference to that document, agreement or provision as amended, suspended, replaced or novated.

If the time for giving any notice, making any payment or doing any other act required or permitted by the Contract, falls on a Saturday, Sunday or Statutory or Public Holiday, then the time for giving the notice, making the payment or doing the other act shall be deemed to be on the day next following which is not a Saturday, Sunday or Statutory or Public Holiday.

2. Responsibilities, obligations and acknowledgments of the Contractor

2.1 Performance The Contractor must:

(a) perform and complete the Contractor Services in accordance with the Contract and

any key performance indicators or performance standards specified in item 11 of Schedule A of these General Conditions of Contract;

(b) consult regularly with the Principal throughout the performance of the Contract;

(c) comply with the directions of the Principal given pursuant to a provision of the Contract;

(d) remain responsible for the provision of Contractor Services in accordance with the Contract notwithstanding any review or acceptance of the whole or any part of those Contractor Services by the Principal;

(e) promptly give written notice to the Principal if and to the extent the Contractor becomes aware that any documents or other information provided by the Principal is ambiguous or inaccurate or is otherwise insufficient to enable the Contractor to carry out the Contractor Services;

(f) as soon as practicable after becoming aware of any matter or circumstance which may adversely affect or has adversely affected the scope, timing or performance of the Contractor Services, give written notice to the Principal detailing the matter or circumstances and its anticipated effect on the Contractor Services;

(g) comply with all legislative requirements in carrying out the Contractor Services;

(h) except as required by law or provided by the Contract, treat as confidential all Records and Contract Material;

(i) notify the Principal immediately of the existence or likelihood of a Conflict of Interest and cooperate with the Principal to resolve such Conflict of Interest;

(j) do all things necessary and necessarily incidental for the proper performance of the Contractor’s obligations under the Contract.

(k) attend meetings and briefings reasonably required by the Principal or the Project Officer.



2.2 Acknowledgements

(a) The Contractor acknowledges that it has reviewed the Specifications and agrees that

the Contract material to be created by the Contractor pursuant to the Specifications will be suitable, appropriate and adequate for the purpose stated in the Specifications, having regard to the assumptions that the Contractor can be reasonably expected to make when exercising the standard of care required by the Contract.

(b) The Contractor has represented itself and acknowledges itself as being a skilled and competent professional in the particular fields relevant to the Contractor’s Services. The Contractor agrees that it will perform the Contractor’s Services to the standard of skill, care and diligence expected of a skilled and competent professional practicing in the particular fields relevant to the Contractor’s Services.

(c) The Contractor acknowledges the Principal has entered into the Contract in reliance upon the foregoing representation.

2.3 Negation of Employment and Agency

The Contractor:

(a) must not represent itself or allow itself to be represented as being an employee or

agent of the State; or

(b) does not by virtue of the Contract be or become an employee or agent of the State.

2.4 Jointly and Severally Bound

To the extent permissible by law, if the Contractor consists of one or more persons and/or corporations this Contract shall bind such persons and/or corporations (as the case may be) and their respective executors, administrators, successors and permitted assigns jointly and severally and the Contract shall be read and construed accordingly.

2.5 Personnel

(a) The Contractor must ensure that the Contractor Services are performed by the Key Personnel and that there is no substitute of such personnel without the Principal’s consent.

(b) If any of the nominated Key Personnel are not available to perform any of the Contractor Services, the Contractor must immediately:

(i) give notice to the Principal; (ii) arrange a replacement of that person with a person acceptable to the Principal

at no additional cost to the Principal;

(c) Upon notice given for any reason by the Principal to the Contractor, the Contractor must promptly remove any nominated Key Personnel from performing work on or in connection with the Contractor Services and arrange a replacement of that person with a person acceptable to the Principal at no additional cost to the Principal.



2.6 Security and Access

The Contractor must: (a) when on the premises occupied by the Principal and when using the Principal’s

facilities, comply with all directions, procedures and policies relating to occupational health, safety and security requirements which are in effect at those premises and facilities and have been notified to the Contractor;

(b) at all reasonable times, permit the Project Officer or any other person authorised in writing by the Principal to access the premises occupied by the Contractor where the Contractor Services are being undertaken and inspect the performance of the Contractor of its obligations under the Contract and further notify all such persons of all requirements relating to occupational health, safety and security which are in effect at those premises.

2.7 Progress and Program

The Contractor must:

(a) if requested by the Project Officer, submit to the Project Officer within seven days of

receipt of a request, a program for carrying out the Contractor Services and thereafter, progress and complete the Contractor Services in accordance with the program submitted; and

(b) ensure that any program submitted by the Contractor in accordance with subclause 2.7(a) conforms to timing requirements (if any) stated in the Specifications.

2.8 Subcontracting and Assignment

(a) The Contractor must not subcontract or assign the whole or any part of the Contractor Services without the Principal’s consent.

(b) Despite clause 2.8(a), the Principal may consent to the Contractor sub‐contracting or assigning the whole or any part of the Contractor Services. The Principal will not unreasonably withhold consent if:

(i) there is no subsisting breach by the Contractor under this Contract;

(ii) the Contractor pays to the Principal all costs incurred by the Principal (whether or not the proposed assignment or sub‐contract, as the case may be, proceeds to completion), including the Principal’s administrative and other expenses and legal costs of and incidental to the giving of its consent;

(iii) The Contractor has proved to the reasonable satisfaction of the Principal that the proposed assignee or sub‐contractor (as the case may be) (Incoming Contractor):

A) is a respectable, responsible and solvent corporation or person; and



B) will be able to provide the Contractor Services in accordance with the specifications;

(iv) The Incoming Contractor has entered into a deed with the Principal in a form reasonably required by the Principal to the effect that the Incoming Contractor will perform and observe the obligations on the Contractor’s part under this Contract and the Contractor indemnifies the Principal in respect of the assignment or sub‐contract (as the case may be).

(v) If the Contract Services are sub‐contracted, the Contractor will have to obtain from the sub‐contractor the corresponding Intellectual Property Rights granted to or vested in the Principal pursuant to clause 9.1 and appropriate professional indemnity insurance. Any sub‐contracting will not relieve the Contractor from any liability or obligation under the Contract.

2.9 Hazardous Materials

(a) This clause 2.9 applies unless otherwise specified in Schedule A.

(b) The Contractor has no obligation to identify or remove any Hazardous Materials.

3. Responsibilities and obligations of the Principal

3.1 Performance The Principal must:

(a) pay the Contractor in accordance with the Contract;

(b) when and as required under the Contract, provide the Contractor with sufficient Records to enable the Contractor to carry out the Contractor Services;

(c) give or cause to be given to the Contractor, timely directions, decisions and Records sufficient to facilitate the provision of the Contractor Services by the Contractor;

(d) provide the assistance (if any) described in item 12 of Schedule A of the General Conditions of Contract.

3.2 Security and Access (a) The Project Officer and any other person authorised in writing by the Principal must,

when on the Contractor’s premises, comply with all directions, procedures and policies relating to occupational health, safety and security requirements which are in effect at those premises and facilities.

(b) The Principal must provide the Contractor with such access to premises or sites of the Principal as are reasonably necessary for the Contractor to carry out the Contractor Services.

(c) The Project Officer must ensure that the Contractor, when on the Principal’s premises or sites, and when using the Principal’s facilities, has been notified of all requirements relating to occupational health and safety, applicable codes of conduct and security which are in effect at those premises, sites and facilities.



(d) The Contractor must, when on the Principal’s premises, comply with all directions, procedures and policies relating to occupational health, safety and security requirements which are in effect at those premises and facilities

4. Price, approved expenses and payment

4.1 The Principal is not obliged to pay the Contractor for any part of the Contractor Services until the:

(a) Contractor has given the Principal a Correctly Rendered Invoice;

(b) Contractor has delivered any Contract Material that is due to be delivered;

(c) Principal has certified that the Contract Material specified in the Correctly Rendered Invoice has been supplied and completed in accordance with this Contract.

4.2 The Price will be payable in the manner and at the times specified in Schedule B and the Contractor must submit invoices for the Price at the times specified in Schedule B.

4.3 Where the Contractor seeks to increase or decrease the Price for the Goods and/or Services

to take into consideration:

(a) movements in the relevant exchange rate as they affect the Goods, if specified in Schedule B;

(b) movements in the Consumer Price Index (all Capital) as they affect the Goods and/or Services, if specified in Schedule B;

(c) other factors as it affects the Goods and /or Services, if specified in Schedule B; and /or

(d) any variation in any tax, duty or charge as they affect the Goods and/or Services;

the Contractor must give Notice to the Principal and such Notice must include evidence to substantiate the basis of the Price increase or decrease.

4.4 Where the Contractor gives Notice to the Principal of a Price increase or decrease in accordance with clause 4.3, that increase or decrease will be incorporated into this General Conditions of Contract 30 days from the date notification is received by the Principal, unless within that 30 day period, the Principal gives Notice to the Contractor that it rejects the increase or decrease.

4.5 If the Contractor’s request to increase or decrease the Price for the Goods and/or Services is

rejected by the Principal, these General Conditions of Contract will remain unvaried. 4.6 Despite any certification under clause 4.1(c) the Contractor must promptly supply or supply

again, any part of the Contractor Services and/or promptly perform or perform again, any part of the Contractor Services, certified by the Principal as not having been supplied and/or performed in accordance with the Contract. The Principal may, without limiting any other rights it may have, defer payment for that part of the Contractor Services until the Principal is satisfied that the Contractor Services have been supplied or supplied again and/or performed or performed again, in accordance with this Contract.

4.7 The Correctly Rendered Invoice submitted by the Contractor must:



(a) identify the title of the Contractor Services, the name of the Project Manager, the Contract reference number and the purchase order number (if applicable);

(b) provide sufficient detail to enable the Principal to assess the amount claimed in the invoice is due and payable;

(c) where Contractor Services or any part thereof are charged on a time basis, be supported by documented times spent by individual persons on the Contractor Services;

(d) be in a format that identifies the relevant GST amounts;

(e) quote the Contractor’s Australian Business Number (ABN); and

(f) be a Correctly Rendered Invoice.

4.8 The Contractor acknowledges that in the event that it does not have an ABN or does not

quote its ABN on invoices submitted to the Principal, the Principal is entitled to withhold from any payments to the Contractor the relevant PAYG withholding tax.

4.9 Upon receipt of an invoice, the Principal may require the Contractor to provide additional

information or documentary evidence to enable the Principal to determine whether or not the amount is payable.

4.10 The Principal will make payment within 30 days after the last to occur of clause 4.1(a) and

4.1(b) or, if additional information or evidence is required by the Principal pursuant to clause 4.5, 30 days after receipt of the additional information or evidence.

4.11 The Contractor acknowledges that if further information or documentary evidence is

requested by the Principal in accordance with clause 4.5, the Contractor will not receive payment for the invoice until 30 days after the receipt of the additional information or evidence.

4.12 If Approved Expenses are payable by the Principal the Contractor must comply with clause

4.1(a) and provide the Principal with a copy of the Principal’s written approval for the expense/s to be incurred if the Approved Expenses are not included in item 4 of Schedule A of these General Conditions of Contract.

5. Goods and services tax (GST)

(a) In the Contract, the terms ‘GST’; ‘supplier’; ‘PAYG withholding tax’ and ‘tax invoice’ have the meanings conferred by a new tax system (Goods and Services Tax) Act 1999 (Commonwealth) (‘the GST legislation’).

(b) The Contractor acknowledges that in terms of the GST legislation, it will, under the

Contract, be a ‘supplier’ and may be required to pay GST to the Commissioner of Taxation.

6. Security

6.1 If specified in item 5 of Schedule A of these General Conditions of Contract, the Contractor must provide Security to the Principal, in accordance with item 5 of Schedule A of these General Conditions of Contract. The Contractor shall arrange for



this Security to be executed by a security provider approved by the Principal and to the level required by the Principal, within 10 Business Days from the date of the Contract, or such other period agreed between the parties.

6.2 Where specified in item 5 of Schedule A of these General Conditions of Contract, the

Security shall be held as security for the due and proper performance of all the obligations of the Contractor under the Contract.

6.3 All charges incurred by the Contractor, in obtaining, maintaining and releasing the

Security pursuant to this clause 6 shall be met by the Contractor.

6.4 The Contractor shall not take nor be entitled to take any action or proceeding to obtain an injunction or otherwise prevent the Principal from making a claim or receiving a payment under the Security.

6.5 The Contractor agrees that the Principal, whilst exercising its rights in relation to the

Security in accordance with this clause 6 in good faith and reasonably will have no liability to the Contractor of any nature (whether in negligence or otherwise) for any loss or damage suffered or incurred by the Contractor.

6.6 The Principal may have immediate recourse to the Security if:

(a) the Contractor fails to perform its obligations under the Contract and the

Principal suffers loss or damage arising from, or in connection with, such failure by the Contractor;

(b) the Principal suffers loss or damage as a result of a breach of the Contract by

the Contractor; or (c) the Contractor indicates that it is unable or unwilling to complete the Contract

and/or the Principal becomes entitled to terminate the Contract pursuant to clauses 11.4 and 14.6

6.7 If the Security is not sufficient to meet any of payment contemplated by clause 6.6

the unpaid amount may be recovered from the Contractor by the Principal by taking action in any appropriate court or by exercising any other right conferred upon the Principal by the Contract or by law.

6.8 The Principal will return the Security to the Contractor when the Principal is satisfied

that the Contractor has discharged all of the actual and contingent obligations it owes to the Principal under the Contract to the Principal.

7. Maximum amount

The Contractor acknowledges that any representation (whether written or oral) which has been made by the Principal in relation to the maximum amount payable under this Contract is provided as a guide to the maximum amount that will be paid in relation to the Contract and does not necessarily represent what will be paid to the Contractor under the Contract.



8. Project Officer

8.1 The Principal must ensure that at all times there is a Project Officer to administer the Contract and oversee the work of the Contractor in its performance of the Contractor Services.

8.2 Where there is no person or position nominated as Project Officer in Schedule A of these General Conditions of Contract, the Principal must advise of the name and contact details of the Project Officer to the Contractor within three days of commencement of the Contract and must advise the Contractor within three days of any change in nomination.

8.3 The Contractor must:

(a) liaise with and report to the Project Officer;

(b) except in cases of dispute with the Project Officer, address all communications to the Principal marked ‘For the attention of the (name) Project Officer’.

9. Intellectual property

9.1 Title to and ownership of Intellectual property rights (including copyright) in all Contract material shall upon payment of the Contractor’s Correctly Rendered Invoice vest in the State without need for further assurance. The Contractor shall do all things necessary to perfect the vesting of the Intellectual property rights attaching to the Contract material in the State.

9.2 The Contractor shall retain the Intellectual property rights in any original ideas, equipment, processes or systems created outside the terms of the Contract and used in carrying out the Contractor’s Services. The Contractor grants to the Principal a paid up, non exclusive, irrevocable license to use such Intellectual property rights for any purpose for which the Contractor’s Services are provided.

9.3 To the extent that Intellectual property rights in or relating to the Contract material are not capable of being vested in the State because the Contractor does not own that Intellectual property right, the Contractor shall ensure that the State is irrevocably licensed to use that Intellectual property right.

9.4 The Principal grants to the Contractor a paid up, non exclusive, irrevocable license to use the Intellectual property rights in Contract material vested in the State pursuant to this clause, on the condition that:

(a) the Contractor does not breach its obligations of confidentiality under the Contract;

(b) the Contractor indemnifies and holds harmless the State of Queensland and its officers, servants and agents from and against all actions claims, demands, judgements and any costs, damages or losses incurred, whatsoever and howsoever arising out of the Contractor’s use of the Contract material or any part thereof, which may be brought or made against any of them by any person.

9.5 The Contractor agrees that all persons having authority to legally bind or commit the Contractor to any activity whatsoever and who perform work on or in connection with the provision of Contractor Services will execute a consent in a form acceptable to the Principal in respect of moral rights that may be possessed under the Copyright Act 1968.

9.6 Prior to any servant or agent of the Contractor commencing any work on or in connection with the provision of the Contractor Services, the Contractor must use its best endeavours to obtain from all or any such servant or agent a consent in a form acceptable to the Principal in respect of moral rights that may be possessed under the Copyright Act 1968.



9.7 The Contractor:

(a) must not infringe any Intellectual property rights in carrying out the Contractor Services;

(b) indemnifies the State against any claims, costs, losses or damages suffered or incurred by the State, arising out of or in any way connected with any infringement of any Intellectual property right arising due to the performance of the Contractor’s Services, but the Contractor’s liability to indemnify the State shall be reduced proportionally to the extent that an act or omission of the State or its employees, agents or other contractors contributed to the claim, cost, loss or damage.

9.8 In this clause ‘moral rights’ has the meaning as conferred by the Copyright Act 1968 (Commonwealth).

9.9 The Contractor warrants that, unless otherwise provided in the Contract, in providing the Contractor Services the Contractor owns or is licensed to use the Intellectual Property Rights in the Contract Material and the Contractor must indemnify the State against liability, loss or damage arising out of the use of the Contract Material infringing the Intellectual Property Rights of a third party.

10. Records and contract material

10.1 The Contractor must not use Records for any purpose other than in the performance of the Contractor’s Services and must not allow unauthorised persons to have access to the Records while in the Contractor’s possession or control during or after the completion of the Contractor’s Services.

10.2 Upon the expiration or early termination of the Contract, the Contractor must deliver to the Principal all Records and Contract Material except in that the Contractor may keep copies of the Contract Material such as it desires for its own records and for use in accordance with clause 9 of these Conditions.

11. Conflict of interest

11.1 The Contractor acknowledges that to the best of its knowledge, information and belief at the date of the Contract no Conflict of Interest exists or is likely to arise in the performance of its obligations under the Contract.

11.2 If, during the currency of the Contract, a conflict or risk of Conflict of Interest arises (without limitation, because of work undertaken for any person other than the Principal) the Contractor undertakes to notify the Principal immediately in writing of that conflict or risk of Conflict of Interest.

11.3 The Contractor must take all reasonable measures to ensure that its employees, agents and subcontractors do not, during the currency of the Contract, engage in any activity or obtain any interest which is in conflict with providing the Contractor Services to the Principal. Any such activity must be disclosed in writing to the Principal immediately.

11.4 Where the Principal receives a notice of Conflict of Interest under this clause, the Principal may proceed under clause 14.3 of these Conditions.

12. Disclosure of information

12.1 The Contractor must:

(a) keep all Records and Contract material in a secure location so that no unauthorised person is able to access any of them;



(b) keep all Records and Contract material confidential as between the Contractor and the Principal and not disclose any of them to any other person except where:

(i) required by law; or

(ii) the Principal’s consent is obtained; or

(iii) it is reasonably necessary for the Contractor to seek professional advice, providing that the professional advisor is under a duty to keep the Records and Contract material confidential;

(c) comply in all respects with the following:‐

(i) Part 1 of the Privacy Act (Information Privacy principles as set out in Schedule

3 of the Privacy Act); and (ii) Part 2 of the Privacy Act (National Privacy Principles as set out in Schedule 4 of

the Privacy Act); in relation to the Contractor Services.

12.2 If the Contractor intends to transfer Personal Information outside of Australia the Contractor

must take all reasonable steps to ensure they comply with Part 3 of the Privacy Act and provide sufficient privacy protection for the Personal Information.

12.3 The Contractor must provide and must procure from each of its servants, agents and

subcontractors engaged in the performance of the Contractor Services, a confidentiality undertaking in a form acceptable to the Principal, unless the Contractor is advised by the Principal in item 13 of Schedule A of these General Conditions of Contract that such confidentiality undertaking is not required.

12.4 Without limiting subclause 12.1, the Contractor must not disclose any information or documentation concerning the Contract or the project generally for publication in any media without the Principal’s consent, which shall not be unreasonably withheld. The Contractor shall refer any enquiries from the media concerning the project to the Principal.

12.5 Notwithstanding any other provision of the Contract, the Principal may publish on the Queensland Government Marketplace website or by any other means, all or any of the following details:

(a) the name and address of the Contractor;

(b) a description of the Contractor Services;

(c) the date of award of Contract (including the relevant stages if the Contract involves more than one Stage);

(d) the Contract value (including the value for each stage if the Contract involves more than one stage and advice as to whether any non‐price criteria were used in the evaluation of tenders); and

(e) the procurement method used to select the Contractor.



13. Directions and variations

13.1 Directions by Principal

(a) Except where the Contract otherwise provides, a direction may be given orally but the Principal shall, as soon as practicable, confirm it in writing.

(b) If the Contractor in writing requests the Principal to confirm an oral direction, the Contractor shall not be bound to comply with that direction until the Principal confirms it in writing.

13.2 Variations

(a) The Principal may, by written notice to the Contractor, direct the Contractor to vary the Contractor Services in nature, scope or timing (and including the omission or reduction of any part of the Contractor Services) and the Contractor shall be bound to comply with that direction.

(b) Any variation in the fee or disbursements payable to the Contractor as a consequence of a direction by the Principal under this clause shall, unless otherwise agreed, be determined using the basis on which payment for Contractor Services was originally accepted by the Principal.

(c) The Principal shall not be liable for payment to the Contractor for any compensation for loss of profits.

13.3 Errors and Omissions in the Contract Material

The Contractor shall correct errors or omissions in the Contract Material. Errors or omissions due to the fault of the Contractor shall be corrected at the Contractor’s own expense.

14. Suspension, default, termination

14.1 Suspension by the Principal

(a) The Principal may, at any time by prior written notice to the Contractor, suspend the carrying out of the Contractor Services or any part thereof.

(b) Subject to subclause 14.1(c), the Principal must pay to the Contractor any costs and expenses reasonably incurred by the Contractor by reason of the suspension. The Principal shall not be liable for payment to the Contractor for any compensation for loss of profits.

(c) Where the suspension is the result of any act or omission of the Contractor, the Contractor shall not be entitled to payment by the Principal of any costs, expenses or any other compensation arising out of such suspension.

(d) The Principal must give the Contractor reasonable notice to recommence carrying out those Contractor Services so suspended.

14.2 Suspension by Contractor

(a) In the event that:

(i) the Contractor or any other person encounters Hazardous Materials at the jobsite; or



(ii) it becomes known that such Hazardous Materials may be present at the jobsite or any adjacent areas,

that affect the performance of the Contractor’s Services and are beyond that which ought reasonably have been anticipated by the Contractor at the time of commencement of this Contract, the Contractor:

(iii) must immediately notify the Principal of the existence of such Hazardous Materials; and

(iv) may suspend performance of the Contractor Services until the Principal takes appropriate action to abate and/or remove the Hazardous Materials.

(b) If the Contractor suspends the Contractor Services pursuant to this subclause 14.2 then, providing it has acted reasonably, it shall not be liable to the Principal for any damages, including consequential loss, in relation to that suspension.

(c) Subject to subclause 14.2(d), the Principal must pay to the Contractor any costs and expenses reasonably incurred by the Contractor by reason of the suspension. The Principal shall not be liable for payment to the Contractor for any compensation for loss of profits or any other reason in relation to a suspension of the Contractor Services pursuant to this subclause 14.2.

(d) Where the suspension is the result of any act or omission of the Contractor, the Contractor shall not be entitled to payment by the Principal of any costs, expenses or any other compensation arising out of such suspension.

(e) The Principal must give the Contractor reasonable notice to recommence carrying out those Contractor Services so suspended.

(f) Nothing in this subclause 14.2 derogates from the Contractor’s responsibilities for workplace health and safety issues.

(g) If the Contractor is prevented from performing the Contractor Services, wholly or in part, as a result of any Event of Force Majeure, the Contractor will be excused from the non‐performance of the Contractor Services during the period that it is prevented from performing to the extent that:

(i) the Contractor gives prompt notice of it being prevented from performing after the Contractor is first prevented;

(ii) The notice given under clause 14.2(g)(i) includes: A) reasonable particulars of the Event of Force Majeure; and

B) the Contractor’s reasonable estimate of the likely period that the Event

of Force Majeure will apply; and

(iii) The Contractor uses all reasonable endeavours to avoid or minimise the extent of the Event of Force Majeure.



14.3 Termination due to Default

(a) If the Contractor commits a breach of Contract and the breach is not related to a Material Term, the Principal may suspend payment under the Contract and give to the Contractor a written notice to show cause.

(b) A notice to show cause must:

(i) Principal that it is a notice given under this subclause of these Conditions;

(ii) specify the alleged breach with reasonable details;

(iii) require the Contractor to show cause in writing why the Principal should not terminate the Contract;

(iv) specify the date by which the Contractor must show cause (which date shall not be less than seven days after the date of the notice).

(c) If, by the time specified in the notice to show cause, the Contractor fails to show reasonable cause to the satisfaction of the Principal, the Principal may, by further written notice, terminate the Contract.

(d) If the Principal commits a breach of a Material Term of the Contract, the Contractor may suspend the Contractor Services and give to the Principal a written notice to show cause.

(e) A notice to show cause must:

(i) Principal that it is a notice given under this subclause of these Conditions;

(ii) specify the alleged breach with reasonable details;

(iii) require the Principal to show cause in writing why the Contractor should not terminate the Contract;

(iv) specify the date by which the Principal must show cause (which date shall not be less than seven days after the date of the notice).

(f) If, by the time specified in the notice to show cause, the Principal fails to show reasonable cause to the satisfaction of the Contractor, the Contractor may, by further written notice, terminate the Contract.

14.4 Termination

(a) The Principal may terminate the Contract:‐

(i) if the Contractor breaches a Material Term of the Contract; or

(ii) at any time and for any reason by giving reasonable prior written notice to the Contractor.

(b) If the Contract is terminated pursuant to this subclause 14.4, the Principal must pay to the Contractor the fees and expenses reasonably incurred by the Contractor in carrying out the Contractor Services to the date of termination together with any costs and expenses reasonably incurred by the Contractor by reason of termination,



except that if the Contractor is re‐engaged by a contractor of the Principal, no such costs and expenses incurred by the Contractor by reason of termination shall be payable.

(c) The Principal shall not be liable for payment to the Contractor for any compensation, for loss of profits or any other reason in relation to termination by the Principal pursuant to clause 14.4(a), nor shall the Principal be liable for payment to the Contractor for any amount greater than the amount that the Principal would have paid to the Contractor had the Contract been completely performed.

(d) Upon termination and payment of the amount due to the Contractor under this clause 14.4(b), the Contractor must deliver to the Principal the Contract Material including sketches, plans, designs, estimates, calculations, reports, models, computer source codes, articles, information, files and data produced by the Contractor up to the date of termination regardless of their stage of completion but without any liability in respect of the Contract Material which is incomplete by reason only of such termination.

14.5 Survival of clauses on Termination

Clauses 6, 9, 10, 12, 15, 16, 18, 19 and 21 will survive the termination or expiration of the Contract.

14.6 Insolvency

If: (a) the Contractor informs the Principal in writing or creditors generally that the

Contractor is insolvent or it is financially unable to proceed with the Contract;

(b) execution is levied against the Contractor by a creditor;

(c) the Contractor, being an individual person, or a partnership including an individual person, and that person:

(i) commits an act of bankruptcy;

(ii) has a bankruptcy petition presented against it;

(iii) presents a debtor’s petition or a declaration of an intention to present a debtor’s petition to the Official Reviewer;

(iv) is made bankrupt;

(v) under part IX of the Bankruptcy Act 1966;

A) makes a written proposal for a debt agreement; and B) the proposal becomes a debt agreement; or

(vi) makes a proposal for a deed of assignment, deed of arrangement or a composition; or

(vii) under part X of the Bankruptcy Act 1966:

A) has a deed of assignment or deed of arrangement made; B) accepts a composition;



C) is required to present a debtor’s petition; or D) has a sequestration order made; or

(d) the Contractor is a corporation and:

(i) a notice is given of a meeting of creditors with a view to the corporation entering a deed of company arrangement;

(ii) the Contractor enters a deed of company arrangement with directors;

(iii) a controller or administrator is appointed;

(iv) a meeting of creditors is called with a view to:

A) entering a scheme of arrangement or composition with creditors; or B) appointing a controller or administrator to the party;

(v) a receiver of the property or part of the property of the Contractor is appointed;

(vi) the Contractor takes or commences or has taken, commenced or instituted against it any process, action or proceeding, whether voluntary or compulsory, which has an object or may result in the winding up of the company, other than a voluntary winding up by members for the purpose of reconstruction or amalgamation, or a controller or administrator is appointed or enters into a compromise or other arrangement with its creditors or a receiver or receiver and manager is appointed to carry on the Contractor’s business for the benefit of the creditors or any of them;

(vii) a winding up order is made; or

(viii) execution is levied by creditors, debenture holders or trustees or under a floating charge;

then the Principal may, notwithstanding that there has been no breach of the Contract and in addition to any other rights, terminate the Contract without giving prior notice.

14.7 Rights on Termination

If the Contract is terminated pursuant to subclauses 14.3 or 14.6, the rights and liabilities of the Contractor and the Principal shall be the same as they would have been at common law had the Contractor repudiated the Contract and the Principal had elected to treat the Contract as at an end and recover damages.

15. Risk and indemnity

15.1 To the extent permissible by law, the Contractor indemnifies the Principal from and against:

(a) loss of or damage to any property of the Principal including the Contract Material;

(b) claims and demands whatsoever and howsoever arising which may be brought or made against the Principal by any person in respect of personal injury or death or loss of or damage to any other property;



to the extent caused or contributed to by a breach of contract or by a negligent, unlawful or wilfully wrong act or omission of the Contractor, its employees, agents or sub‐contractors, arising out of the performance (or attempted or purported performance or non performance) of the Contractor Services, but the Contractor’s liability to indemnify the Principal shall be reduced proportionally to the extent that an act or omission of the Principal or the employees, agents or other contractors of the Principal contributed to the loss, damage, death or injury.

15.2 The indemnity in this clause 15 shall not apply to:

(a) exclude any other right of the Principal to be indemnified by the Contractor;

(b) damage which is the unavoidable result of the carrying out of the Contractor Services in accordance with the Contract; and

(c) claims in respect of the Principal’s right to have the Contractor Services carried out.

16. Limitation of liability

16.1 Subject to subclause 16.2, the liability of the Contractor to the Principal arising under the Contract or in connection with the provision of the Contractor Services including:

(a) in tort (including for negligence); (b) under statute; or (c) otherwise under the law governing the Contract, is limited to the applicable amount specified in item 8 of Schedule A. This clause continues to apply despite any breach, termination or expiry of the Contract.

16.2 Subclause 16.1 does not apply to:

(a) liability arising from infringement of Intellectual property rights; (b) liability out of which the Contractor cannot contract; (c) liability arising from acts or omissions of the Contractor (or any sub‐contractor of the

Contractor) which are:

(i) fraudulent, malicious or illegal; (ii) committed with a reckless disregard for their consequences; or (iii) deliberate breaches of statute, contract (including the Contract) or duty;

(d) liability to the extent that the Contractor is or would have been entitled to be paid or

indemnified for the liability by an insurer under any policy of insurance effected under clause 18 if:



(i) the Contractor had:

a) effected and maintained the insurance policy (where it was the Contractor's obligation under the Contract to do so);

b) promptly claimed, and diligently pursued such claim, under the insurance policy; and

c) complied with the terms and conditions of the insurance policy and the Contractor's obligations under the Contract in respect of that insurance policy;

(ii) there had been no excess under the insurance policy; and

(iii) the insurer had remained solvent and able to pay or indemnify the Contractor;

(e) liability to the extent that the Contractor is entitled to be paid or indemnified for the liability by an insurer under any policy of insurance in addition to the insurance required to be effected under clause 18; or

(f) liability to the extent that the Contractor is entitled to recover that liability from any other third party (including the Contractor's sub‐contractors), or would have been entitled to be indemnified for that liability but for any act or omission of the Contractor.

16.3 If the Contractor is a participating member in a Scheme and the Scheme applied at the time

of the relevant act or omission on which a cause for damages for Occupational Liability is founded, the parties agree that notwithstanding any other provision of this Contract the following will apply:‐

(a) The Contractor’s liability is limited in accordance with the Scheme; and

(b) The Contractor will provide the Principal with a copy of the Scheme on request. 17. Time

17.1 The Contractor shall complete the Contractor Services by the time stated in the Specifications, or if no time is stated, within a reasonable time.

17.2 If the Contractor is delayed in completing the Contractor Services due to:

(a) an act or omission of the Principal or its employees, agents or other contractors; or

(b) the existence of physical conditions at the jobsite, excluding weather conditions, which differ materially from the physical conditions which should reasonably have been anticipated by the Contractor at the time of entry into this Contract, then the Contractor shall be entitled to a reasonable extension of time.



18. Insurance

18.1 The Contractor must effect and maintain the following insurances in connection with the provision of Contractor Services:

(a) public liability insurance,

(b) workers’ compensation insurance,

(c) professional indemnity insurance.

18.2 The public liability insurance shall be for an amount not less than that set out in Schedule A of the General Conditions of Contract and shall be maintained for the entire duration of the Contract.

18.3 The workers’ compensation insurance shall be for an unlimited amount, shall include liability

under statute and at common law and shall be maintained for the entire duration of the Contract.

18.4 The professional indemnity insurance shall be for an amount not less than that set out in

Schedule A of the General Conditions of Contract and shall be maintained for not less than the period set out in Schedule A of the General Conditions of Contract.

18.5 Before the Contractor commences work and whenever requested in writing by the Principal

so to do, the Contractor must provide to the Principal in writing:

(a) the insurance policy numbers; (b) the expiry date of each policy; and (c) the amount of insurance cover held pursuant to each policy.

The Contractor must also provide any other information reasonably required by the Principal showing that the insurances required by this clause 18 have been effected and maintained.

18.6 If, after being requested in writing by the Principal so to do, the Contractor fails to provide

the details required by subclause 18.5, the Principal may effect and maintain the insurance, pay the premiums and deduct these payments from moneys due or to become due to the Contractor from the Principal or otherwise treat the failure as a breach of Contract.

18.7 The effecting and maintaining of insurance shall not limit the liabilities or obligations of the

Contractor under other provisions of the Contract.



19. Dispute resolution

19.1 Notice of Dispute

(a) If a difference or dispute (together called a ‘dispute’) between the parties arises out of or in connection with the Contract, then either party shall give the other party a notice of dispute identifying and providing details of the dispute.

(b) Notwithstanding the existence of a dispute, the parties shall, subject to clause 14, continue to perform the Contract.

19.2 Conference

Within fourteen days after receiving a notice of dispute, or such other period as agreed between the parties, the parties shall confer at least once to resolve the dispute or to agree on methods of doing so. At every such conference each party shall be represented by a person having authority to agree to such resolution or methods of resolution. All aspects of every such conference except the fact of occurrence shall be kept confidential by the parties.

19.3 Expert Determination

(c) If the dispute has not been resolved within 28 days of service of the notice of dispute, or other period agreed between the parties, then that dispute shall be and is hereby referred to expert determination in accordance with this subclause 19.3, as a pre‐requisite to any litigation.

(d) The expert shall be appointed by agreement of the parties. However, if within fourteen days of the dispute being referred to expert determination the parties have not agreed upon an expert, the expert shall be nominated by the President for the time being of the Queensland Law Society.

(e) Except where the parties otherwise agree in writing:

(i) each party shall bear its own costs and pay one half of the expert’s fees and expenses;

(ii) the expert shall not act as an arbitrator; and

(iii) if neither party commences litigation in relation to the dispute within three months of receiving the expert’s written decision, the determination of the expert shall be final and binding on the parties.

(f) This clause survives the termination and expiration of the Contract.

20. Waiver

No rights under the Contract shall be deemed to be waived except where the waiver is in writing and is signed by each party. A waiver by either party shall not prejudice its rights in respect of any subsequent breach of the Contract by the other party. Any failure by either party to enforce any clause of the Contract or any forbearance, delay or indulgence granted by either party to the other will not be construed as a waiver of the rights under the Contract.



21. Governing law

The Contract shall be governed by and construed in accordance with the law of Queensland.

22. Entire agreement

The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, arrangements and understandings relating to the subject matter of this Contract.

23. Notices

23.1 Notices must be in writing and may be delivered by prepaid postage, by hand or by facsimile transmission to the parties at the address specified in the offer or letter of acceptance, or other address subsequently notified by a party to the other. Alternatively, where the Contractor is a company, notices may be delivered to the Contractor’s registered office. Notices will be deemed to be given:

(a) two days after deposit in the mail with postage prepaid;

(b) immediately upon delivery by hand;

(c) immediately upon an apparently successful facsimile transmission of the entire notice being noted by the sender’s transmitter, but if after 5:00pm the notice will be deemed to be given at 9:00am on the next business day.

23.2 Where an email address is specified in the offer or letter of acceptance for the purpose of

service of notices, then notices may be delivered by email transmission. Such notices will be deemed to be given when the sender is notified that the email has been read by the recipient


Schedule A – Contract Particulars

Item Information Details

1. Principal (clause 1.1 General Conditions of Contract).

Name: State of Queensland (acting through the Department of Infrastructure and Planning)

ABN: ABN: 25 166 523 889

Address: PO Box 15009, City East, QLD 4002

2. Project Officer (clause 1.1 and clause 8 General Conditions of Contract) representing the Principal, who will be responsible for the Contract.

Project [Insert the Project officer’s name] Officer:

Address: [Insert the Project officer’s address]

Telephone: [Insert the Project officer’s telephone number]

Email: [Insert the Project officer’s email address]

3. Contractor (clause 1.1 General Conditions of Contract).

.

Name: [Insert full name of Contractor]:

ABN: [Insert Contractor’s ABN]:

Address: [Insert Contractor’s address]:

Contact Person: [Insert the name of the person representing the Contractor, who will be responsible for the Contract].

4. Approved Expenses (clauses 1.1 and 4.9 General Conditions of Contract).

[Insert expenses for which the Contractor will be entitled to be reimbursed, if the amount has been agreed].

[Specify the maximum amount payable to the Contractor by the Principal under this Contract, if applicable].

5. Security (clause 6 General Conditions of Contract).

[Specify if a Security is required].

[Specify the nature of the Security (e.g. financial or performance)].

[Specify the time when the Security must be provided by the Contractor to the Principal, (e.g. five Business Days after the Commencement Date)].

[If a financial Security is applicable specify the amount of Security required by the Customer].

Insert “Not Applicable” if there are no Security Requirements.

6. Performance of Services by Key Personnel (clauses 1.1 and 2.5

[Insert names of personnel who are to undertake the Services for the Contractor and their qualifications].



Item Information Details

General Conditions of Contract).

Insert “Not Applicable” if there are no Key Personnel.

7. Hazardous Materials (clause 2.9 General Conditions of Contract).

[If the Contractor does have an obligation to identify or remove Hazardous Materials, please specify the obligation].

8. Limitation of Liability (clause 15 General Conditions of Contract ‐ these items are subject to the provisions of clause 15).

(a) Limitation of liability for liability arising from personal injury or death (including injury or death to employees of the Contractor).

(b) Limitation of liability for liability arising from loss of or damage to any property (including property of the State but excluding liability arising from the Contractor’s professional negligence.**

(c) Limitation of liability for all other liability excluding liability referred to in paragraphs (a) and (b) of this item of Schedule A.***

Unlimited

$ <<insert>> per occurrence

$<<insert>> per claim and in the aggregate

9. Insurance (clause 17 General Conditions of Contract ‐ these items are subject to the provisions of clause 17). *

(a) Amount of Public Liability insurance .

(b) Amount of Professional Indemnity Insurance.

$ <<insert>>

$ <<insert>>

(c) Period during which the Professional Indemnity Insurance is to be maintained.

<<insert number of years>> years after the date of the completion of the Contractor Services.

10. Site (clause 1.1 General Conditions of Contract).

[Insert the site details on where the Contractor Services is to be installed, supplied, performed, etc].

11. Key performance indicators or performance standards (clause 2.1(a) General Conditions of Contract).

[Specify the key performance indicators with which the Contractor Services are required to comply].

Insert “Not Applicable” if there are no Key Performance Indicators or performance standards.

12. Assistance to be provided by the State (clause 3.1(d) General Conditions of Contract).

[Specify if any assistance is to be provided by the State to the Contractor in relation to the Contractor Services and specify details e.g. provision of desks, chairs, telephones, personnel, laptops, mobile phones, vehicles etc].

13. Confidentiality (clause 12.3 General Conditions of Contract).

[Specify whether the Contractor is required to obtain from its officers, employees, agents and sub‐contractors a confidentiality undertaking in a form approved or provided by the Principal.

Notes: Deleted from Final Contract

* The amount of insurance required at item 9 should be based on a risk assessment for the contract services.

** This amount should generally be the amount of public liability insurance required at item 9(a) of Schedule A, plus an additional amount if required. Under an occurrence risk policy, the insurer is at risk both during the policy year and into the future for claims arising from incident/losses during a particular policy year. For example if a claim is received in 2009 regarding an incident that caused an injury to the member of the public in 2005, then the contractor’s public liability policy which was in effect at the time of the incident in 2005 would respond to the claim.

*** this amount should generally be the amount of professional indemnity insurance required at item 9(b) of Schedule A, plus an additional amount if required. Under a claims made policy the insurer is only at risk during the stated policy period for:

(a) claims arising during the policy year; and

(b) claims first made against the insured (and notified to the insurer) during the policy year arising from events/losses in prior years.

For example if a claim is received in 2009 regarding a financial loss arising from an inappropriate design in 2005, then assuming there were no prior indications of the claim, it is the 2009 policy which would respond.


Commencement of Contract: The Contract will strictly commence once the Contractor receives the Letter of Acceptance from the Principal, but depending on the extent of communications between the Principal and the Contractor, a Contract may be found to have commenced earlier than the Principal may have intended. Accordingly it is important that nothing is communicated to the Contractor regarding the success of their Offer until the Letter of Acceptance is provided. The Letter of Acceptance or other documents associated with the Contract may specify date/s by which services/goods are deliverable. Please note that these General Conditions of Contract do not set out a timeframe for delivery of services/goods so timeframes will need to be included in the other documents that make up the Contract. Completion of Contract: Clause 14 of these General Conditions of Contract contains more detail on the situations in which the Contract can be terminated. If none of these situations apply, the Contract will continue until the goods/services deliverable under the Contract have been delivered, the Principal is satisfied with the good/services provided and the Contractor has been paid in full by the Principal. Delivery Date/Delivery Period: In accordance with Clause 17 of these General Conditions of Contract, the Contractor must complete the Contractor Services by the time specified in the Specifications, or if no time is stated in the Specifications, within a reasonable time. If the Contractor Services are required by a particular date/within a particular timeframe then this should be stated in the Specifications.


Schedule B – Goods and /or Services Including Price

The following Goods and/or Services including Price forms part of this General Conditions of Contract.

Resource Name Unit Unit Price (excl. GST)

GST Unit Price (incl. GST)

Key Pe

rson

nel

Subtotal Resource (A)

Item Description Price GST Total Price (Incl. GST)

Disbu

rsem

ents

Subtotal Disbursement Items (B)

List any delivery and installation details and charges applicable to this Offer.

List any taxes, duties or other charges and their details associated with each Good and/or Service applicable to this Offer.

Other Pricing

List any ‘other pricing’ and t heir details associated with each Good and/or Service applicable to this Offer.

Subtotal Other Pricing (C)

COMBINED TOTAL (A + B + C)


Other Pricing Issues

Description Response

Please specify any other price that may be charged to the Eligible Customer, for the supply of the Goods and/or Services, under this Invitation.

For each price, please specify: • nature of the pricing; • the circumstances under which it will be

incurred; and • total price (including GST)

Specify if the Prices offered are either:

“Firm” ‐ that is the price does not change for the duration of the Contract, unless the scope of the work changes;

OR “Fixed” ‐ that is the price is firm in time and is subject to fluctuations only in economic circumstances (such as exchange rates or consumer price index) and which must be specified in this Response Form.

If ‘Yes’, to “Fixed”, please specify the period from the Contract commencement date or date, within which the proposed pricing will remain firm prior to the applicable of the variables.

Please specify whether the ‘Fixed’ Pricing is subject to:

(a) Exchange Rate fluctuations;

(b) Consumer Price Index ‐ variations during the previous year; or

(c) Other (please provide comprehensive details and how this will impact on the specified Pricing).

Please note any ‘Fixed’ Pricing movements will be in accordance with clause 4 of the General Conditions of Contract.

Yes No

OR

Yes No

Period: ___________________________ OR

Date: ___________________________

Yes No

Yes No

Yes No

If “Yes” please specify full details.


Discount and Rebate

Description Response

Discount:

Payment shall be nett thirty (30) days unless an early settlement discount is offered.

Trade: _______________%

Settlement: _____________%________Days

Specify the quantity break of discounts offered.

Specify the circumstances under which a discount becomes payable.

Provide a detailed description of how the discount arrangement will operate.

Rebates:

Specify the quantity of rebate offered (e.g. rebate offered as additional services at no charge).

Specify the circumstances under which a rebate becomes payable.

Provide a detailed description of how the rebate arrangement will operate.

Proposed Project Implementation and Payment Plan

Milestone/Date

Description of Work to be Undertaken Pricing

(incl. GST)


Schedule C – Additional Provisions of the General Conditions of Contract

Part Clause Number

Departures

Part 2 Specifications

Part 5 General Conditions of

Contract


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