The QITC framework
In August 2017, the Queensland State Government introduced the new Queensland Information Technology Contracting (QITC) framework for procurement of information and communications technology (ICT) products and services by Queensland Government.
In our QWIK QITC Series we are providing general information in respect of how the framework operates.
In the previous edition of QWIK QITC Series, we identified that organisations will typically use the Comprehensive Contract when they are procuring ICT products or services that cost more than $1 million or expose the organisation to a medium to high-risk level. We set out a number of factors that may be taken into account in assessing risks.
In this edition, we will consider the key documents that support the QITC framework and form part of QITC contracts.
The key documents that form part of the QITC framework are as follows:
- the Comprehensive Contract, consisting of the Comprehensive Contract Details, Comprehensive Contract Conditions, Modules and Module Order Forms, and the optional Schedules 1 through to 11; and
- the General Contract, consisting of the General Contract Details, General Contract Conditions, and Schedule 1 with price and payment terms.
Depending on the value and risk of the procurement, the QITC framework also permits the use of a bespoke contract or the supplier’s terms and conditions.
The Comprehensive Contract is used where the value of the ICT product or service is over $1 million, and the procurement is assessed as medium to high risk. As a result, it has more detailed clauses than the General Contract.
A major difference to the General Contract is the use of separate Modules, which provide specific provisions that apply to certain ICT goods and services included as part of the procurement. The Comprehensive Contract Conditions state that the terms of the Modules take precedence over all other terms of the Comprehensive Contract. The seven Modules are as follows:
- software (both licensed and developed, and support services)
- systems integration
- telecommunications services
- managed services
- ICT professional services.
Only those Modules relevant to the ICT goods and services will be required to be used.
The Comprehensive Contract also includes a number of optional Schedules containing supporting information (such as payment terms, project implementation and payment plan, service levels and acceptance testing) and relevant template documents (such as an escrow agreement, confidentiality deed and a change request template).
The General Contract is used where the value of the ICT product or service is $1 million or less, and the procurement is assessed as a low risk.
The General Contract does not include any Modules. Instead, specific provisions for various ICT goods and services are included within the General Contract Conditions, being hardware, hardware maintenance services, licensed software, software support services, developed software, software-as-a-service, and ICT professional services.
While there has only been one Schedule prepared specifically for the General Contract (being for price and payment terms), the Schedules included as part of the Comprehensive Contract can be tailored for use with the General Contract as needed.
Supplier’s terms and conditions
The supplier’s terms and conditions may be used where the value of the ICT product or service is $100,000 or less, and the procurement is assessed as a low risk.
While this allows the supplier to lead with its own terms and conditions, the Queensland Government has published a guide on positions the government contracting party should take with respect to key risk clauses when negotiating with the supplier. Generally, these key risk areas are privacy and data security, confidentiality of classified information, service levels, indemnities, exclusions of liability, ownership of intellectual property, and application of foreign governing law.
In addition to the QITC framework, the government contracting party is also advised to consider other applicable legislation, and policies and procedures (both internal and government-wide), including the ICT-as-a-service offshore data storage and processing policy.
A bespoke contract should be used where the procurement is assessed as very high or extreme risk, regardless of value. These would likely be ICT goods or services that are highly novel or experimental, or could potentially expose significant security risks if not implemented correctly, among other reasons. The Queensland Government recommends using the Comprehensive Contract as a starting point for developing the bespoke contract.
For Government organisations
- Ensure that all necessary Modules are included for the ICT goods and services being procured when compiling a Comprehensive Contract.
- Consider whether any of the Schedules from the Comprehensive Contract may be required to be included and tailored for a procurement using the General Conditions.
- Always consider certain key risk provisions before accepting a supplier’s terms and conditions.
- Become familiar with the Modules that will typically be used for the type of ICT goods and services you sell.
- Be aware of the Government’s positions on key risk clauses in anticipation of negotiating your terms and conditions.
- A bespoke contract will likely result in a more involved and drawn out negotiation process, but could result in a more favourable position for you than under the Comprehensive Contract.