1. In this agreement the following definitions apply:

1. "Agreement" means the following documents which constitute the entire agreement between the parties;

1. Formal Instrument of Agreement including all attached schedules;
2. Conditions of Offer;
3. Conditions of Supply;
4. Additional Conditions;
5. Specification; and
6. Supplier’s Offer.

In the event of a conflict between the provisions of these documents, the provision of the documents will take precedence in the above order.

2. "ABN" means Australian Business Number (ABN) as defined in A New Tax System (Goods and Services Tax) Act 1999 and the related Acts which constitute the Commonwealth taxation reform;
3. "Commencement date" means the date on which this agreement is executed by the parties, or if not executed by the parties on the same date, means the later of the dates of execution;
4. "Contract services" means the services described in Schedule 1;
5. "Contract material" means:

1. any material forming part of or constituting a deliverable that is created, written or otherwise brought into existence by or on behalf of the Contractor in the course of performing the contract services (called "new contract material"); and
2. any material that exists at the commencement date and is incorporated into a deliverable (called "existing contract material").

6. "Deliverable" means any document, piece of equipment, data listing or other creation required to be delivered to the Principal in order to complete the performance of the contract services;
7. "GST" means the goods and services tax which results from the enactment of A New Tax System (Goods and Services Tax) Act 1999 and the related Acts which constitute the Commonwealth taxation reform;
8. "Force majeure" means any event beyond the reasonable control of the party affected and includes an event due to natural causes that happens independently of human intervention;
9. "Intellectual property rights" means all copyright, patents and all rights in relation to inventions, trade marks and designs;
10. "Key personnel" means the representatives of the Contractor specified in Schedule 2;
11. "Personal Information" means the information or an opinion (including information or an opinion forming part of a database), whether true or not and whether recorded in a material form or not, about an individual whose identity is apparent or can reasonably be ascertained, from the information or opinion;
12. "Principal's consent" means prior written consent of the Principal (which will not be unreasonably withheld) which may be given subject to such terms and conditions as the Principal may see fit to impose;
13. "Project Officer" means the person specified in Schedule 2 or any other person substituted by the Principal by notice to the Contractor;
14. "Records" means all material including but not limited to books, documents, information, computer software, equipment, and data stored by any means disclosed, or made available, by the Principal to the Contractor in connection with the performance of this agreement;
15. "Schedule" means the schedule attached to the Formal Instrument of Agreement;
16. "Tax Invoice" means a document issued by the Supplier that complies with the requirements of subsection 29-70 (1) and (if applicable) section 54-50 of A New Tax System (Goods and Services Tax) Act 1999; and
17. "Taxable Supply" means a taxable supply as defined by A New Tax System (Goods and Services Tax) Act 1999 and the related Acts which constitute the Commonwealth taxation reform.

2. In this agreement:

1. condition headings are not to be used as an interpretation aid;
2. words in the singular include the plural and words in the plural include the singular according to the requirements of the context; and
3. a reference to a condition or a schedule is a reference to a condition or a schedule of this agreement.

1. This agreement will start on the commencement date and unless earlier terminated in accordance with its terms, continue until the contract services have been performed in accordance with this agreement.

1. The Contractor will provide and complete the contract services through its key personnel, to the standards and in the manner, frequency, quantity and times specified in the Schedule.
2. The Contractor will:

1. inform itself of the Principal's stated requirements in respect of the contract services;
2. consult regularly with the Principal throughout the performance of the contract services; and
3. act professionally at all times and exercise skill, care and diligence in performing the contract services.

3. The Contractor warrants that it has the qualifications, admissions and memberships (if any) specified in the Schedule.
4. The Contractor will ensure that the deliverable (if any) specified in the Schedule complies with the standards and specifications (if any) set out in the Schedule.
5. Where specified in the Schedule, the Principal will provide the specified assistance to the Contractor.

1. The contract services will be performed by the key personnel, except with the Principal's consent. A person replacing one of the key personnel with the Principal's consent will be one of the key personnel during the period of the person's engagement on the contract services.
2. The Contractor will ensure that key personnel are competent and have the necessary skills to perform the contract services on which they will be engaged.
3. The Contractor will not without the Principal's consent:

1. allow key personnel to delegate any part of the contract services;
2. allocate tasks not connected with the contract services to any of the key personnel engaged on the contract services on a full time basis until completion of the contract services allocated to that person.

4. If any of the key personnel are not available to perform any of the contract services allocated to them the Contractor will immediately:

1. give notice to the Principal of the circumstances; and
2. if so requested by the Principal, arrange for replacement of that person with a person satisfactory to the Principal at no cost to the Principal.

5. The Principal may, on reasonable grounds, give notice requiring the Contractor to remove key personnel from working on the contract services. Upon receipt of a notice pursuant to this condition, the Contractor will, at no cost to the Principal, promptly remove and replace the key personnel referred to in the notice with a person satisfactory to the Principal.

1. The Contractor will provide the contract services for the fee specified in the Schedule.
2. The Contractor will not be entitled to payment for any part of the contract services that the Project Officer has certified as not having been performed in accordance with this agreement.
3. The Contractor will promptly perform or perform again any part of the contract services certified as not being performed in accordance with this agreement and the Principal may, without limiting any other right it may have, defer payment for that part of the contract services until the Project Officer has certified that the services have been performed or performed again in accordance with this agreement.
4. The Contractor may claim, in an invoice under condition 7, and be paid for, expenses described in the Schedule after the Contractor has incurred those expenses. The Principal will only reimburse the Contractor for other expenses that have been incurred by the Contractor with the Principal's consent.

1. GST is payable on all taxable supplies at the prevailing GST rate.
2. If it is determined by the department that the amount of GST paid or payable on any supply made under this agreement differs for any reason from the amount of GST recovered from the department including by reason of:

1. an alteration of the GST law;
2. the issue of a ruling or advice by the Commissioner of Taxation or any alteration to them;
3. the allowance to the Supplier of a refund of GST in respect of any supply made under this agreement;
4. a decision of the Administrative Appeals Tribunal (or its equivalent) or a court;

then the amount of GST recoverable from the department shall be adjusted accordingly.

3. Failure by the Supplier to include such GST as part of its submission and accounting plans shall not constitute a valid reason to make a subsequent claim for valid variation due to error.

1. The Principal will not have any obligation to pay the Contractor for any part of the contract services until the Principal has been given a correctly rendered Tax Invoice.
2. The Contractor will be paid in accordance with the Schedule. Invoices must be in sufficient detail to allow the Principal to assess progress against targets. For work carried out on a time basis, invoices must be supported by records of times spent by individuals on the contract services, certified by the Contractor and the Project Officer.
3. Upon receipt of an invoice the Principal may require the Contractor to provide additional information to assist the Principal to determine whether or not an amount is payable.
4. The Principal will make payment of a correctly rendered invoice within 30 days after receipt of the invoice or, if additional information is required by the Principal pursuant to condition 7.3 of the Conditions of Supply, 30 days after receipt of the additional information.
5. For the purposes of this condition of the Conditions of Supply, a correctly rendered invoice is a Tax Invoice as defined in condition 1.1.14 of the Conditions of Offer that has been submitted to the Principal in accordance with condition 7.2 of the Conditions of Supply. In addition, the department prefers that the Tax Invoice includes the following additional information:

1. Recipient name, address and telephone number;
2. Amount excluding GST for each line item;
3. GST amount incurred for each line item;
4. Particulars of discounts, if any, applicable; and
5. The Total Price stated on the invoice inclusive of GST.

6. The Principal will notify the Contractor within 14 days after receipt of an invoice found not to be correctly rendered.
7. If an invoice is found, after the Principal has paid the invoiced amount to the Contractor, not to have been a correctly rendered invoice, the Principal will:

1. pay any amount owed to the Contractor within 30 days of receipt of a correctly rendered invoice or, if additional information is required by the Principal pursuant to condition 7.3 of the Conditions of Supply, 30 days after receipt of the additional information;
2. deduct any amount owed to the Principal from the next invoiced payment or, if no other payment is due to the Contractor pursuant to this agreement, recover the amount from the Contractor as a debt due to the Principal.

8. Payment of money to the Contractor will not constitute an admission by the Principal that any of the contract services have been performed in accordance with this agreement.

1. The Contractor will not:

1. represent itself or allow itself to be represented as an employee or agent of the Principal; or
2. by virtue of this agreement be or become an employee or agent of the Principal.

1. The Contractor warrants that, to the best of its knowledge, it does not, and is not likely to have any conflict of interest in the performance of this agreement. If a conflict or risk of conflict of interest arises (without limitation, because of work undertaken for any person other than the Principal) the Contractor will immediately give notice of the conflict of interest, or the risk of it, to the Principal.
2. The Contractor will take all reasonable measures to ensure that its employees, agents and subcontractors do not engage in any activity or obtain any interest that is in conflict with providing the contract services to the Principal fairly and independently. The Contractor will immediately give notice of any conflict of interest relating to the activities or interests of any of its employees, agents or subcontractors to the Principal.
3. If the Principal is given notice of a conflict of interest pursuant to condition 9.1 or 9.2, the Principal may proceed in accordance with condition 18 to terminate this agreement.

1. Unless otherwise specified in the Schedule pursuant to condition 10.4 or condition 10.5, title to and intellectual rights in all new contract material will vest in the Principal in accordance with conditions 10.2 and 10.3.
2. Title to and intellectual property rights in all new contract material, including each and every stage of design and production of it, will upon its creation be transferred to the Principal without need for further assurance.
3. This agreement does not affect intellectual property rights in existing contract material but the Contractor grants, and will ensure that relevant third parties grant, to the Principal a paid up non-exclusive, non-transferable licence:

1. to use, reproduce and adapt for its own use; and
2. to perform any other act with respect to copyright; and
3. to manufacture, sell, hire or otherwise exploit a product or process or to provide a service or to licence a third party to do any of those things in respect of,

the existing contract material but only as part of the contract material (and any further development of that material).

4. Where specified in the Schedule, right and title to the intellectual property rights in the contract material so specified are assigned to the Contractor and the Contractor grants to the Principal a non-exclusive, non-transferable, irrevocable and paid-up licence to use, reproduce and adapt the contract material on the terms and conditions specified in the Schedule.
5. Where specified in the Schedule, right and title to the intellectual property rights in the contract material so specified will vest in the parties as co-owners in equal shares on the terms and conditions specified in the Schedule.
6. Upon the expiration or earlier termination of this agreement, the Contractor will deliver to the Principal all records, contract material and all copies of it, and if necessary, transfer or have transferred any intellectual property rights to the Principal.
7. The Contractor will ensure that contract material and records are used, copied, supplied or reproduced only for the purposes of this agreement.
8. Prior to commencing work in relation to the contract material, the Contractor will obtain from every person who is to create contract material a written assignment from that person to the Principal of any intellectual property rights which may vest in that person as a result of that person performing the work and provide this assignment to the Principal.
9. Conditions 10.6, 10.7 and 10.8 do not apply to contract material specified in the Schedule for the purposes of condition 10.4 or condition 10.5.
10. If any contract material is produced or reproduced in an electronic format, the Contractor must deliver it to the Principal in a format approved in writing by the Principal.
11. If any contract material is produced or reproduced in an electronic format or stored electronically, the Contractor must not store it on a foreign computer without keeping the current version of the contract material on separate media as specified in the Schedule and delivering it to the Principal at the intervals specified in the Schedule.
12. The Contractor must not produce, reproduce or store contract material in such a way that it is mixed with, attached to or indistinguishable without the use of a computer from, material that is not the subject of this agreement.
13. For the purposes of this condition, "foreign computer" means a hard disk or other similar device affixed to a computer that is not the property of the Principal.
14. Intellectual property rights in records supplied to the Contractor by the Principal for reproduction or guidance remains vested in the Principal.

1. The Principal appoints the Project Officer as its agent for the purposes of this agreement.
2. The Contractor will:

1. liaise with and report to the Project Officer; and
2. attend meetings and briefings with the staff of the Principal as reasonably required by the Project Officer.

3. Reports by the Contractor to the Project Officer must be in writing, unless otherwise permitted by the Project Officer.

1. The Contractor will:

1. keep all records and other information in a secure location so that no unauthorised person is able to gain access to them; and
2. ensure that records are kept confidential and are not disclosed to any person other than the Principal and the Project Officer except:

1. where required by law; or
2. with the Principal's consent.

1. Where the Contactor has access to Personal Information in order to fulfil its obligations under the Contract, it must:

1. where the Contractor is responsible for holding Personal Information, ensure that Personal Information is protected against loss and against unauthorised access, use, modification or disclosure and against other misuse;
2. not use Personal Information other than for the purposes of the Contract, unless required or authorised by law;
3. not disclose Personal Information without the written agreement of the Project Manager or any other persons authorised in writing by Education Queensland, unless required or authorised by law;
4. ensure that only authorised personnel have access to Personal Information;
5. immediately notify Education Queensland if it becomes aware that a disclosure of Personal Information is, or may be required or authorised by law;
6. make its employees, agents and subcontractors aware of the Consultant’s obligations under this clause including, when requested by Education Queensland, requiring those employees, agents and subcontractors to promptly sign a Privacy Deed relating to Personal Information; and
7. comply with such other privacy and security measures as Education Queensland reasonably advises the Contractor in writing from time to time.

1. The Contractor must immediately notify Education Queensland upon becoming aware of any breach of clause 13.1.
2. If required, a copy of the Privacy Deed may be requested from the procurement representative nominated on the covering sheet of this Invitation to Offer.

1. The Contractor will, when using the Principal's premises or facilities, comply with all rules, directions and procedures including those relating to security and to workplace health and safety in effect at the premises or in regard to the facilities notified to the Contractor by the Principal.
2. The Contractor will give the Project Officer, and any other persons authorised in writing by the Principal, reasonable access to premises occupied by the Contractor where the contract services are being undertaken and will permit them to inspect any contract material or other material related to the contract services.
3. The Project Officer and any other person authorised by the Principal, when at the Contractor's premises will comply with all rules, directions and procedures including those relating to security and to workplace health and safety in effect at the premises or in regard to the facilities as notified by the Contractor to the Principal.

1. The Principal may by notice require the Contractor to suspend the progress of the whole or any part of the contract services for a specified period within a reasonable time after receipt of the notice, if suspension is required by the Principal because of any change in the nature, scope or timing of the contract services to be provided.
2. The Principal may by notice require the Contractor to recommence work on all or any part of the suspended contract services.
3. Where the Contractor is required to suspend contract services pursuant to condition 15.1:

1. the Contractor and the Principal will negotiate in good faith as to reasonable compensation payable to the Contractor; and
2. any previously agreed completion dates for the contract services will be postponed by a period equivalent to the duration of the suspension.

4. The Principal will reimburse the Contractor for additional costs reasonably and properly incurred by the Contractor as a result of suspension of the contract services pursuant to condition 15.1. If the Contractor and the Principal do not agree on the amount of reasonable compensation within thirty (30) days of the request for compensation by the Contractor, the amount will be determined pursuant to condition 28.
5. If a dispute referred to in condition 28.3 has arisen between the parties either party may, during the continuation of the dispute, by notice to the other party require the suspension of the progress of the whole or any part of the contract services from the date specified in the notice until the dispute has been resolved.

1. The Principal may by notice require the Contractor to vary the contract services in nature, scope or timing.
2. Without limiting the generality of condition 16.1, the Principal may direct the Contractor to:

1. increase, decrease or omit any part of the contract services;
2. change the character or content of any part of the contract services;
3. change the direction or dimensions of any part of the contract services; and
4. perform additional work.

3. Where the Principal requires a variation to the contract services, the parties will negotiate in good faith a variation of the fees and the time for completion and failing agreement, the fees and time for completion will be determined pursuant to condition 28. The Contractor will not commence work on the variation to the contract services without the Principal's consent and the written agreement of both parties to the varied fees and time for completion.

1. In the event of a reduction in the contract services the Principal will pay the Contractor:

1. fees determined in accordance with condition 16.3;
2. reasonable costs incurred by the Contractor directly attributable to the reduction in the contract services; and
3. compensation for reasonable set up costs incurred by the Contractor.

2. Where the fee for the contract services is a lump sum, the Principal will not be liable to pay any amounts to the Contractor pursuant to condition 17.1 where it would result in amounts greater than the fees and expenses specified in Schedule 2 being paid to the Contractor.
3. Where fees are on a schedule of rates basis the rates for the reduced contract services will be subject to negotiation and agreement between the Principal and the Contractor and failing agreement, resolved pursuant to condition 28.
4. The Contractor will not be entitled to compensation for loss of prospective profits.

1. If the Contractor:

1. fails to comply with any of the terms and conditions of this agreement;
2. fails to comply with a direction of the Project Officer given in accordance with this agreement; or
3. enters into any arrangement or proceedings for the purpose of insolvency administration or is placed under official management,

the Principal may suspend payments under this agreement and require the Contractor to show cause why the agreement should not be terminated.

2. If the Principal suspends payments pursuant to condition 18.1, the Principal must:

1. give the Contractor notice of the suspension, specifying the reason; and
2. require the Contractor to show cause within 14 days of the notice why the agreement should not be terminated.

3. If the Contractor fails to show cause within the period specified in the notice to the satisfaction of the Principal, the Principal may without prejudice to any other rights, terminate the agreement by notice to the Contractor as of the date specified in the notice.
4. If the Contractor:

1. abandons or refuses to proceed with the contract services;
2. fails to comply with condition 9 (Conflict of interest);
3. fails to comply with condition 19 (Compliance with laws); or
4. fails to comply with condition 21 (Insurance);

the Principal may terminate this agreement by notice to the Contractor as of the date specified in the notice.

5. Upon termination of this agreement pursuant to condition 18.3 or condition 18.4, all money which has been paid and all money to be paid for work done to the date of the termination will be in full and final satisfaction of all claims by the Contractor under this agreement.

1. The Contractor must comply with all relevant laws and the requirements of any statutory authority in performing the contract services.

1. The Contractor will be liable for loss or damage (including personal injury whether or not resulting in death) suffered by the Principal, its officers, servants or agents, arising from the unlawful or negligent acts or omissions of the Contractor in the course of the performance (or attempted or purported performance) of the contract services.
2. The Contractor releases and indemnifies the Principal and all its officers, servants and agents from and against all actions, proceedings, claims and demands which may be brought or made against any of them by any person, including the Contractor, arising from:

1. any wilful or negligent act or omission of the Contractor;
2. any unlawful or negligent act or omission of the visitors, invitees or licensees of the Contractor; and
3. death, injury, loss or damage suffered by the Contractor or any of its visitors, invitees or licensees except where the death, injury, loss or damage is caused by the wrongful act or omission of the Principal.

1. The Contractor must have and maintain for the duration of this agreement workers' compensation insurance in relation to any employees of the Contractor for an unlimited amount, including liability under statute and at common law.
2. Where specified in the Schedule, the Contractor must effect in connection with the provision of the contract services:

1. public liability insurance; and
2. professional indemnity insurance.

3. The insurances must be effected with an insurer, include terms and conditions acceptable to the Principal and be maintained for the duration of this agreement.
4. If the Contractor is required by this agreement to effect professional indemnity insurance, the Contractor must maintain a policy on terms and conditions no less favourable to the Principal than those approved pursuant to this condition for the period specified in the Schedule after completion of the contract services or termination of this agreement and, upon request in writing, produce evidence to the Principal that it has been maintained.
5. The Contractor will:

1. before performing any of the contract services; and
2. upon request in writing at any time by the Principal,

produce evidence to the Principal that the insurances required by this condition have been effected and maintained.

1. A party will not be entitled to exercise its rights and remedies upon the default of the other party (whether at common law or pursuant to this agreement) if that default -

1. is caused by force majeure; or
2. continues for less than three (3) days.

1. A right under this agreement will only be waived where the waiver is in writing and is signed by the relevant party.
2. A waiver by either party will not prejudice its rights in respect of any subsequent breach of this agreement by the other party.

1. This agreement will be governed by and construed in accordance with the law of Queensland and the parties submit to the jurisdiction of the courts of that State.

1. This agreement constitutes the entire agreement between the parties in relation to its subject matter.

1. The Contractor will not subcontract any part of the contract services without the Principal’s consent.
2. Any consent given by the Principal for the Contractor to subcontract:

1. will not operate as an authority to transfer responsibility to the subcontractor; and
2. will not relieve the Contractor from any of its liabilities or obligations under this agreement.

3. The Contractor will not assign this agreement or any of the benefits under this agreement without the Principal's consent.

1. The Contractor will do all things reasonably required by the Principal to give effect to this agreement or to perfect or protect the rights of the Principal including, without limitation, giving or obtaining confidentiality undertakings acceptable to the principal in relation to records and the contract services.

1. Any dispute associated with this agreement will be the subject of mediation for a period of 14 days (or longer period agreed between the parties) by a mediator appointed by agreement between the parties.
2. If the parties fail to agree as to the appointment of a mediator within 7 days after a dispute arises, the mediator will be appointed by the Australian Commercial Disputes Centre (Queensland).
3. For the purposes of this condition, a dispute will have arisen between the parties when a party gives notice to that effect to the other party.

1. The following conditions will survive termination or expiration of this agreement:

1. condition 10 (intellectual property);
2. condition 21.4 (maintenance of professional indemnity insurance);
3. condition 27 (assistance to protect rights of Principal).

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 Schedule 2 or other address subsequently notified by a party to the other. Notices will be deemed to be given-

1. two (2) days after deposit in the mail with postage prepaid;
2. immediately upon delivery by hand;
3. immediately upon an apparently successful facsimile transmission of the entire notice being noted by the sender's transmitter, unless sent on a Saturday or Sunday or after 5.00 pm on any other day ("a week day"), in which case the notice will be deemed to be given at 9.00 am on the next week day.