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[APPROVAL: This ITO must not be issued without the approval of the relevant delegate, with the appropriate financial delegation.]

The University of Queensland

Invitation to Offer[Insert ITO name (e.g. a high level description of the goods and services).]

Dated: [insert]

ITO Manager: [insert name and position]

[insert contact details – ph and email]

Offer Closing Date and Time: [insert]

ITO Reference Number: [insert]

Place of Lodgement: QTenders site, https://www.hpw.qld.gov.au/qtenders/

Lodgement Contact: ITO Manager

This document (and any other document or other information provided with it) is strictly confidential to The University of Queensland. You must not disclose or provide such documents to any person, other than as permitted by these ITO Terms. Those documents must only be used for the sole purpose of responding to this Invitation to Offer.

ITO TERMS[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 Offerors and must be left in the document..

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

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 your offer and negotiations related to this ITO and any resulting contract. 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 accordance with the requirements of the Queensland Government or relevant laws. Personal Information may be used and disclosed where authorised or required by law.

Contents

1 Introduction 2

2 Instructions 4

3 Offer content and format 4

4 Background and project overview 6

5 Evaluation of offers 7

6 Other matters 9

Schedule 1 – Requirements 16

Schedule 2 – Draft Contract 18

Schedule 3 – Response Schedule 19

ITO TERMS UQ CONFIDENTIALVer: Sept2017

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1 Introduction

1.1 OffersThe University of Queensland (“UQ”, including “we”, “our” 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 Schedule 1.]

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

ITO Terms

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

Schedule 1 – Requirements (including Requirements Spreadsheet, provided separately)

Schedule 2 – Draft Contract

Schedule 3 – Response Schedule

Additional documents (provided separately to this document but forming part of this ITO)

Requirements Spreadsheet (part of Schedule 1)

Schedule 3 - Response Schedule

Schedule 3 document:

Part A – Response Coversheet and Contractor Information

Part B – Legal Terms / Response on Contract

Requirements Response Spreadsheet:

Part C – Requirements

Part D - Pricing

[Insert any others]


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1.3 Timetable The following timetable is the current timetable.

Date Event

[insert date] Issue ITO

[insert date] Briefing conference

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

[insert date] Closing date for clarifications

[insert date and time]

Offer Closing Date and Time for offer lodgement

[insert date] Presentations and demonstrations, if any

[Delete if not applicable]

[insert date] One or more of the following: call for amended offers &/or selection of preferred offeror(s) and contract negotiations

[insert date] ITO close and unsuccessful offerors notified

We may vary (including replace) this ITO timetable at our discretion at any time (including adding and removing events and changing dates, even after they have passed). We will usually notify offerors of such a change, which may be by posting a notice on the QTenders website or by other means we consider appropriate.

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 (including UQ or the 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 so given.

In these ITO Terms, 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;


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(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 these ITO Terms.

2.2 Medium of your offer If this ITO was published on the Queensland Government QTenders website (either as an open or closed ITO) you must submit your offer electronically through the Queensland Government QTenders website (https://www.hpw.qld.gov.au/qtenders/). If this ITO was not published on the Queensland Government QTenders website, you must submit your offer electronically through the ITO Manager or by such other means as the ITO Manager may approve.

2.3 AcceptanceBy submitting an offer in response to this ITO you accept all of these ITO Terms. If you do not accept these ITO Terms 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. We may 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.


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We rely on your knowledge and expertise as expressed in your offer.

Schedule 1 includes the requirements spreadsheet provided separately (“Requirements Spreadsheet”), as described in Schedule 1.

You must use the template set out as Schedule 3 – Response Schedule of this ITO (“Response Schedule”) and the Requirements Spreadsheet. Your completed Requirements Spreadsheet (“Requirements Response Spreadsheet”) is deemed to form part of the Response Schedule for your offer.

Your Response Schedule should consist of a single document with your responses to Parts A and B of Schedule 3 together with a single Requirements Response Spreadsheet (which contains your responses to Parts C and D of Schedule 3). 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 additional attachment in relation to all requirements.

Where you wish to present multiple options to us, preferably you should present each option in a separate response, or clearly set out the separate options. We may request clarification of, and may evaluate or refuse to evaluate, any offer if we determine there are multiple options within it that are not sufficiently clear.

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 by completing the Requirements Spreadsheet 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.


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3.3 Pricing basis and schedulePlease provide pricing information in the format (and with the content) described in the Part D – Pricing section of the Requirements Spreadsheet. In addition, you may propose alternative pricing structures for our consideration. All prices must be inclusive of: GST and any other relevant taxes, duties and other government imposts; delivery charges; and travel and other expenses related to the provision of the goods and services.

You should state all amounts in Australian dollars.

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

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

(b) If you require changes to the contract terms, or wish to propose alternative terms, you should include these clearly in Part B of the Response Schedule (including of any amended offer). We may at our discretion choose to evaluate or to reject offers that propose alternative terms (including vendor terms) even if some other offerors offer to accept our GITC terms.

(c) Changes or qualifications you make or alternatives you request to the proposed contract terms may negatively affect our assessment of your offer.

4 Requirements and contract

4.1 RequirementsUQ’s requirements for this ITO and any resulting contract are set out in Schedule 1. The requirements comprise all of the content of Schedule 1, including UQ’s stated objectives, any background or other contextual information and all of the detailed requirements in the Requirements Spreadsheet.

Your response must address all of UQ’s requirements.

4.2 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 or referenced in Schedule 2 of this ITO and any contract may be awarded on the terms referred to in Schedule 2 of this ITO.

We reserve the right to amend any and all contract terms, and to negotiate any amendments or additional or alternative terms prior to execution of any contract with a successful offeror. We reserve the right to reject any proposed amendments or additional or alternative terms to the terms proposed in Schedule 2. We may exercise these rights in our absolute discretion.

This clause 4.2 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 may establish an evaluation panel to evaluate offers.

The evaluation panel may eliminate non-compliant offers from further evaluation. However, we 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.


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5.2 Evaluation criteria The following are the high level evaluation criteria we intend to use in evaluating offers. These criteria are not set out in any order of priority. [Note: the evaluation criteria perform an important commercial and legal role. You need to ensure the Category Manager, IT (within ITS) has reviewed your requirements for these purposes. Additionally, when building your Requirements Spreadsheet, if you do not wish to use the requirements categories used below (i.e. Functional, Non-functional, Service related and Commercial) please seek advice from the Category Manager, IT or Legal Services.]

a) Overall ability to meet UQ’s key objectives set out in Schedule 1.

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

c) Ability to meet UQ’s Functional Requirements.

d) Ability to meet UQ’s Non-functional Requirements.

e) Ability to meet UQ’s Service related Requirements.

f) Ability to meet UQ’s Commercial Requirements.

g) Cooperation, flexibility and consistency during evaluation and negotiation (if any), including with respect to technical, commercial and contracting options.

Determination of how well an offer satisfies the evaluation criteria will be based on UQ’s assessment, which may include reference to material provided in your offer and any other information that UQ is aware of. We may allocate weights to evaluation criteria at our discretion. We will not necessarily accept the lowest price offered.

We may request offerors to submit additional information and may seek clarification of, or improvement of, offers at any time during the evaluation and any negotiation process. We may do so in relation to all or only one or some offers but not all at any time. Irrespective of whether it is stipulated above, assessment against 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’ consider including the following (only if there is a reasonable chance many offers could be received): PLEASE NOTE: despite any other provisions of these ITO Terms, if we receive what we consider in our discretion to be too many offers to be able to evaluate them given our available resources and time constraints, we may choose to eliminate any number of offerors or parts of offers without review or reasons.]

5.3 DemonstrationAs part of the evaluation of your offer, we may request that you provide a presentation in relation to your offer and/or demonstration of all or part of your proposed solution. You may offer to provide a presentation and/or demonstration at any time. We are not obligated to request or to participate in a presentation or demonstration and we may at our discretion decline to participate in any presentation or demonstration even if we have had, or subsequently obtain, a presentation or demonstration from another offeror. In this ITO, a reference to a demonstration includes demonstrations, product trials and proof of concept trials or demonstrations.

You may decline to provide a presentation or demonstration. If you do decline, we may take this into account in our evaluation of your offer. Members of the evaluation panel and other selected staff and advisers may attend the presentation or demonstration.


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5.4 Discussions, negotiations, rejections and other mattersYou agree 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 or only part of an offer or accept offers or parts of offers from more than one offeror;

(f) satisfy (in whole or part) internally or via an alternative approach, any need (including requirements) set out in this ITO, 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);

(g) reject all offers and satisfy any need (including requirements) 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

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

For the avoidance of doubt, an offer is not accepted by UQ unless and until we obtain necessary internal approvals of, and the parties execute, a binding written contract for the provision of goods or services the subject of the offer. This applies even if we have notified you that you have been selected as a preferred offeror.

5.5 Advice to offerorsGenerally we will try to notify unsuccessful offerors that they have been unsuccessful. We are happy to consider requests from unsuccessful offerors for 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 from other offerors).

6 Other matters

6.1 Offer periodYou agree each submitted offer (including any amended offer) will remain valid for at least 60 Business Days after the Offer Closing Date and Time (“Offer Period”).

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.


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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 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 (but subject to the remainder of this section 6.5), to the maximum extent permitted by law 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) any statements or representations of any kind by us or any of our Personnel to any person, whether before or after the issue of this ITO;

(b) your or their preparation for or participation in the ITO process (including any presentations or demonstrations);

(c) 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;

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

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

(f) 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 AUD$1,000 but this cap does not apply to any loss or damage you suffer or incur due to a wilful and unauthorised disclosure of your confidential information in breach of these ITO terms or our infringement of your intellectual property, in which case, our liability is limited for any Claim, and for all Claims in the aggregate, to AUD$20,000.

Despite the previous paragraph and 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:

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

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


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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 to the maximum extent permitted by law you agree that, except in relation to any criminal conduct, you will not, and will ensure your Personnel and related entities do not, make, pursue or maintain any Claim against any of them.

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 maximum 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.

To the maximum extent permitted by law, and without limiting the survival of any other provisions of these ITO Terms, you agree the provisions of this clause 6.5 continue in force after completion of the ITO process (or your participation in it) and the expiry or termination of this ITO.

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 goods or services 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. 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 Schedule 3 to this ITO.

If your offer is successful, we may require you to contract as prime contractor to provide the goods and/or services the subject of this ITO that we wish to acquire.

You agree nothing in this clause or elsewhere in these ITO Terms prevents us from negotiating or contracting separately with a person offering products forming part of your offer or another offeror’s offer where we consider it is reasonable to do so (for example, where we wish to contract for part only of a particular offer or for a particular option or options or where we are not satisfied with any offers or only parts of an offer or offers and wish to acquire some or all products and/services separately or where we consider doing so will improve the likelihood of being able to satisfactorily conclude arrangements that satisfy particular requirements).

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.

If this tender was published through the Queensland Government’s QTenders website then all communications between you and us relating to this ITO should be made electronically through the Queensland Government’s QTenders ‘Online Forum’ or ‘Ask a Question’ or as otherwise provided for in these ITO Terms, including in accordance with clause 5.3 and clause 5.4. If this ITO was not published through the Queensland Government’s QTenders website then all communications between you and us relating to this ITO should be made electronically through the ITO Manager or as otherwise provided for in these ITO Terms, including in accordance with clause 5.3 and clause 5.4.


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6.8 Requests for clarification and further informationAll requests for further information or clarification of the ITO, or to raise errors or omissions in this ITO or other information issued by us, should be directed electronically as set out in clause 6.7.

If we choose to send a response we may send it to you and, if we elect, to any other offerors and we may do so by email or other means.

We may issue an amendment, addition, information or instruction relating to the ITO in writing, whether through the QTenders site (if the ITO was published there) or otherwise (including by email), at any time. It is your responsibility to monitor the QTenders site (if the ITO was published there) and any emails for any such communications. Where an amendment, addition, information or instruction has been issued after you have lodged your offer, we may in our discretion accept or reject updates to your offer.

The ITO Manager may contact you requesting clarification of your offer. 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 may refuse to comment on or disclose the progress of evaluations of offers or negotiations.

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 make changes to or in relation to this ITO from time to time. We will generally try to notify you of any material changes that may affect you.

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. These obligations and those in clause 6.11 continue in force after completion of the ITO process (or your participation in it).

6.11 Our confidential informationOur confidential information includes all information contained in this ITO (including all documents comprising this ITO) and all documents, data and other information subsequently provided by or obtained from us or our Personnel, other than information which is or becomes public knowledge except through a breach of confidentiality by you or your Personnel.

You may disclose our confidential information to your employees, agents, contractors and advisors only on a confidential and 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 and comply with clause 6.10 and this clause 6.11 as if there were you.


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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, and must ensure your Personnel do 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 (whether or not identified as confidential) if we or our Personnel already know the information or develop it independently of you or your offer, or it is or comes into the public domain or we or our Personnel have obtained or subsequently obtain 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.

We will keep your confidential information confidential. You agree that we may disclose any information in or provided in relation to your offer (including your confidential information) to our Personnel on a need to know basis, and that we and our Personnel may use any such information, for the purpose of evaluating or clarifying your offer (including in relation to any trial if you allow us to trial any of your products) and negotiating any resulting contract (if any).

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.

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

6.15 Right to carry out demonstrations etcIn the event that you provide a demonstration in relation to this ITO, at all times during such demonstration and our evaluation thereafter, you warrant that:

(a) you have all necessary rights to carry out the demonstration; 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 our evaluation process thereafter,


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in accordance with this ITO. You agree to indemnify us and our Personnel 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 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 or have contributed to the Loss.

Schedule 1 may set out additional requirements in relation to demonstrations.

6.16 UQ obligations regarding demonstrationsWe agree that, on completion of our evaluation process, we will 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 Personnel. 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 or your offer, including any amended offer, 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 Personnel must not offer any form of inducements to us or exhibit undue pressure (including any duress) on us or our Personnel in connection with this ITO process, or enter into any discussions or communications (other than as permitted by these ITO Terms) with, or otherwise attempt to influence, any person in a position to influence the outcome of this ITO process. This does not prevent you from requesting or providing presentations and demonstrations or requesting clarifications in accordance with these ITO Terms.

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.


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6.23 Entire agreementTo the maximum extent permitted by law these ITO Terms set out the entire agreement between you and us in relation to this ITO and its subject matter (and excludes all terms that might otherwise be implied under the common law in relation to a ‘process’ contract) and supersedes and cancels all prior arrangements, understandings and negotiations in connection with its subject matter. You warrant you have not relied upon any statement or representation made by us or any of our Personnel in relation to this ITO or its subject matter, whether made before or after the issue of this ITO to offerors.


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Schedule 1 – Requirements

Schedule 1 ContentsThis Schedule 1 consists of this document and the Requirements Spreadsheet described below.

UQ BackgroundThe University of Queensland is one of Australia’s leading research and teaching institutions. With three major campuses – located at St Lucia and Herston in Brisbane, and Gatton in South-East Queensland. UQ is committed to developing state-of-the-art learning spaces that are in step with industry demands and expectations and has invested substantially in construction and development, helping create great environments in which to study and research.

World rankings

UQ ranks in the top 50 as measured by the Performance Ranking of Scientific Papers for World Universities. The University also ranks 47 in the QS World University Rankings, 52 in the U.S. News Best Global Universities Rankings, 60 in the Times Higher Education World University Rankings and 55 in the Academic Ranking of World Universities (ARWU). UQ is one of only three Australian members of the global Universitas 21, a founding member of the Group of Eight (Go8) universities, and a member of Universities Australia.

Student experience

In 2016, the University had 51,070 students including 13,337 international students from 141 nations. UQ’s more than 14,700 postgraduate students include one of Australia's largest PhD cohorts, celebrating its 12,000th PhD graduation in 2015. UQ is continually discovering and practising innovative approaches to fostering student retention and employability.

Research focus

The Federal Government’s 2015 Excellence in Research for Australia exercise confirmed UQ as one of the nation’s top three universities, measured by the quality of its comprehensive range of specialised research fields.

ITS BackgroundThe division of Information Technology Services (ITS) at UQ proactively supports the teaching, learning and research needs of the UQ community and provides a wide range of services to students and staff, as well as users in the wider community. It comprises four major sections located on the St Lucia, Herston and Gatton campuses: IT Governance, Customer Support Services, IT Applications Delivery and Support, and IT Infrastructure Operations.

[ITS Team] Background

[insert]

Scope of ITO and Requirements[insert]


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Requirements Spreadsheet

UQ’s detailed requirements are contained in the Requirements Spreadsheet entitled ‘[insert file name]’ (provided with this ITO document) and its relevant attachments (if any).

Please provide your response to this ITO by completing the Response Schedule with your completed responses to each request for information and requirement within the documents comprising the Response Schedule.

The Response Schedule consists of:

your completed Schedule 3 document (which includes Parts A and B of Schedule 3); and

your Requirements Response Spreadsheet, which contains your responses to the Requirements Spreadsheet and comprises Parts C and D of Schedule 3.

Please note that responses to specific requirements should contemplate UQ’s requirements as a whole, including UQ’s key objectives set out in this schedule.

Categorisation of requirements

The requirements in the Requirements Spreadsheet have been 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 (see section 3.2 of the ITO Terms);

provide a sufficiently detailed response and relevant information in relation to each requirement to allow for evaluation of the proposed solution;

where 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 document. We reserve the right not to consider marketing material as part of the response; and


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Offerors are asked to respond using the templates provided.

All responses to requirements, including those categorised as ‘Information’ requirements, will form part of the contracted offer in the event an offer is selected and a contract agreed (and subject to any negotiation on such responses).

Each offeror represents that all responses are ‘Compliant’ except to the extent the offeror has expressly identified to the contrary for a particular response.


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Schedule 2 – Draft Contract

[NOTE: advice should be obtained from Legal Services regarding the appropriate government contract framework (or alternative) to use.]

[If a draft contract will be attached please consult with Legal Services as different wording will be needed below.]

Unless UQ in its absolute discretion requires or agrees to the contrary, any contract entered into as a result of this ITO shall be structured in accordance with Queensland GITC framework or, if UQ deems it appropriate, the Queensland QITC framework.

As stipulated in clause 3.4 of these ITO Terms, if offerors wish to specify certain legal terms (or alternative terms) they must do so in Part B of the Response Schedule of their offer (including of any amended offer). We may at our discretion choose to evaluate or to reject offers that propose alternative terms even if some other offerors offer to accept GITC and/or QITC terms.

Further information regarding GITC and QITC contracting frameworks can be obtained from the relevant Queensland Government Website: For GITC terms see: https://publications.qld.gov.au/dataset/gitc-framework; and For QITC terms see: https://publications.qld.gov.au/dataset/qitc-framework.

[If you wish to insert some key contract terms, discuss with Legal Services for Legal Services to insert below.]

[Legal to insert a draft contract (if applicable).]


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Schedule 3 – Response Schedule

Please refer to the ‘Schedule 3 – Response Schedule’ and the Requirements Spreadsheet included with the ITO documentation as separate documents to be completed and submitted by each offeror.


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