Queensland Procurement Contracts for Software, Information and Communications Technology (ICT)

The QITC General Contract is generally used by the Queensland Government where:

• the value of the ICT products and/or services being procured is less than $1 million; and
• the procurements are assessed by the Queensland Government as “low risk”.

There are two (2) separate documents that (together) constitute the QITC General Contract:

• the General Contract Details – ICT Products and Services; and
• the General Contract Conditions – ICT Products and Services.

The QITC General Contract is considered suitable for (as it contains provisions specific to) the following procurements:

• Hardware;
• Hardware Maintenance Services;
• Licenced Software;
• Software Support Services;
• Developer Software;
• As a Service (including Software as a Service, Infrastructure as a Service, and Platform as a Service); and
• ICT Professional Services.

The QITC General Contract, of course, must be competently prepared, and amended as necessary, to properly reflect the transaction between the parties (as well as properly address a multitude of other factors relating to, without limitation, acceptance testing, training, implementation, IP ownership etc).

Schedule 1 of the General Contract Details – ICT Products and Services covers “Price and Payment Terms”.

The QITC Comprehensive Contract is generally used by the Queensland Government where:

• the value of the ICT products and/or services being procured is more than $1 million; and
• the procurements are assessed by the Queensland Government as “low risk”; or
• regardless of value, the procurements are assessed by the Queensland Government as either “moderate or high risk”.

There are four (4) separate documents that (together) constitute the QITC Comprehensive Contract:

• the Comprehensive Contract Conditions – ICT Products and Services;
• the Comprehensive Contract Details – ICT Products and Services;
• Modules and Module Order Forms 1-7; and
• Schedules 1-11.

The Modules and Module Order Forms address particular transaction types, as follows:

• Module 1 – Hardware;
• Module 2 – Software;
• Module 3 – As a Service;
• Module 4 – Systems Integration;
• Module 5 – Telecommunications Services;
• Module 6 – Managed Services; and
• Module 7 – ICT Professional Services.

The Schedules address other important matters, as follows:

• Schedule 1 – Price and payment terms;
• Schedule 2 – Project implementation and payment plan;
• Schedule 3 – Statutory declaration by subcontractor;
• Schedule 4 – Confidentiality, privacy and conflict of interest deed;
• Schedule 5 – Escrow agreement;
• Schedule 6 – Financial security;
• Schedule 7 – Performance guarantee;
• Schedule 8 – Service levels;
• Schedule 9 – Acceptance testing;
• Schedule 10 – Statement of work template; and
• Schedule 11 – Change request template.

The QITC Comprehensive Contract, of course, must be competently prepared, and amended as necessary, to properly reflect the transaction between the parties.

Where the procurement job is less than $100,000, and assessed as “low risk” by the Queensland Government, then, in those circumstances, the Queensland Government may be prepared to use, and be bound by, the supplier’s own terms and conditions of trade (provided the supplier’s terms and conditions are considered acceptable by reference to the Queensland Government’s own “Guidelines for using Supplier Terms and Conditions”).

Where the QITC General and Comprehensive Contracts are highly standardised (in order to minimise, if not avoid, the need for any amendments by the parties), a Bespoke Contract is highly tailored for the specific transaction, as the nature of the transaction is generally considered “high or extreme risk” (irrespective of value).

Whilst the provisions of the QITC Comprehensive Contract may be considered a good starting point, the machinery contained therein may not be sufficient to properly address the issues touching upon, or concerning, the transaction in question.

Accordingly, the parties (and the supplier in particular) may have a very clear idea as to the nature of the provisions (and the matters that must be addressed) in the procurement contract, such that a Bespoke Contract, which steps away from the standardised form offered by the QITC framework, may not only be preferred, but may in fact be essential.

The Queensland Government Chief Information Office (“QGCIO“) defines Information and Communications Technology (“ICT”) products and/or services as generally covering all types of technology (for example, data, voice, video etc) and associated resources, which relate to the capture, storage, retrieval, transfer, communication or dissemination of information through the use of electronic media. All resources required for the implementation of ICT are encompassed, including, without limitation, equipment, software, facilities and services, including telecommunications products and services that carry voice and/or data.

If you need expert legal advice, assistance or litigation representation in respect of a QTIC procurement contract, please contact ADVIILAW today to speak to one of our experienced commercial lawyers.

Contact us on 07 3088 7937 or email us at [email protected].

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