DOWNSTREAM SUPPLIER
AGREEMENT
Deed Poll in favour of
the State of Queensland (Acting through the Department of Housing and Public
Works)
Crown Solicitor
Level 11
State Law Building
50 Ann Street
BRISBANE
Telephone: 07 3239 6703
Facsimile: 07 3239 6386
Reference: CP5/ADM001/2365/PUM
Deed Poll
TABLE OF CONTENTS
1.
Interpretation .................................................................................................................. 3
2.
Prerequisites to Participation ........................................................................................ 8
3.
Formation of GITC Customer Contracts ..................................................................... 8
4.
No Obligation to Request Offers ................................................................................... 9
5.
Pricing Transparency ..................................................................................................... 9
6.
Third Party Payment .................................................................................................... 10
7.
Recruitment Services .................................................................................................... 10
8.
Service Level .................................................................................................................. 12
9.
Right to Audit ................................................................................................................ 12
10.
Vendor Neutrality ......................................................................................................... 12
11.
Conflict of Interest ........................................................................................................ 13
12.
Solicitation of ICT Personnel ....................................................................................... 13
13.
Confidentiality ............................................................................................................... 14
14.
Information Use and Disclosure .................................................................................. 15
15.
Personal Information .................................................................................................... 16
16.
Right to Information ..................................................................................................... 17
17.
Indemnity ....................................................................................................................... 18
18.
Insurance ....................................................................................................................... 19
19.
Term ............................................................................................................................... 20
20.
Termination ................................................................................................................... 20
21.
Consequences of Termination ...................................................................................... 21
22.
Notices ............................................................................................................................ 21
23.
Governing Law .............................................................................................................. 22
24.
Waiver ............................................................................................................................ 22
25.
Severance ....................................................................................................................... 22
26.
Variations to the Deed Poll........................................................................................... 22
27.
Costs ............................................................................................................................... 23
28.
Assignment..................................................................................................................... 23
29.
Execution ....................................................................................................................... 23
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30.
Entire Deed Poll ............................................................................................................ 23
31.
Dispute Resolution ........................................................................................................ 24
32.
Survival .......................................................................................................................... 24
SCHEDULE 1 – RECRUITMENT SERVICES ................................................................. 25
SCHEDULE 2 – SERVICE LEVEL REQUIREMENTS ................................................... 27
SCHEDULE 3 – CUSTOMER CONTRACT TERMS ....................................................... 29
SCHEDULE 4 – VMS EULA ................................................................................................ 30
SCHEDULE 5 – CONFIRMATION OF INSURANCES ................................................... 31
SCHEDULE 6 – COMPLIANCE WITH VENDOR NEUTRALITY (GUIDELINES) .. 34
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Deed Poll
THIS DEED Poll is made this
day of
201…
Name of Downstream Supplier of Address of Downstream
Supplier in the State of Queensland.
BY:
(“the Downstream Supplier”)
IN FAVOUR OF:
The State of Queensland acting through the Department of Housing and
Public Works.
(“the Principal”)
RECITALS
A.
The Principal has established a Whole-of-Government ICT Resource Manager Program
for the supply of ICT Personnel to Queensland Government Departments and Agencies
and other eligible public sector bodies.
B.
The Downstream Supplier seeks to be eligible to offer the supply of ICT Personnel
through the Resource Manager Program.
C.
The Principal seeks the Downstream Supplier’s agreement to the terms set out in this
agreement by Deed Poll prior to allowing the Downstream Supplier to participate in the
Resource Manager Program.
TERMS
1.
Interpretation
1.1
In this Deed Poll unless the context otherwise requires or the contrary intention
appears, the following terms will have the meanings assigned to them below:
Acceptance of Offer means a Customer’s acceptance of an Offer made by the
Downstream Supplier, including any modifications to the Job Posting made by the
Offer, communicated to the Downstream Supplier through the VMS and containing the
information set out in Annexure C – Acceptance of Offer Statement of the Customer
Contract Terms.
Authorised User means a Queensland Government Department or Agency or other
non-Government Body, which has been authorised by the Principal to procure ICT
Personnel through the VMS.
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Bill Rate means the total price proposed by the Downstream Supplier, which must not
exceed the Maximum Bill Rate, may be payable to the Downstream Supplier by the
Customer for the provision of the Services performed under a Customer Contract as set
out in the Offer.
Business Day means a day (other than a Saturday, Sunday or a public holiday) on
which banks are open for business in Brisbane, Queensland.
Confidential Information means information of the Principal, an Authorised User,
ICT Candidate or ICT Personnel that is not trivial and:
(a) is by its nature confidential;
(b)
is communicated to the Downstream Supplier as confidential; and
(c)
the Downstream Supplier knows or ought to know is confidential.
Subject to (a), (b) and (c) above, Confidential Information includes information
(d)
which is:
(i)
comprised in or relating to any Intellectual Property Rights of the Principal
or an Authorised User;
(ii)
relating to the internal management and structure of the Principal or an
Authorised User, or the personnel, policies and strategies of the Principal
or an Authorised User;
(iii) of any actual or potential commercial value to the Principal or an
Authorised User or to the person or corporation which supplied that
information;
(iv) information relating to the policies, strategies, practices and procedures of
the Commonwealth, State or Territory Government and any information in
the Downstream Supplier’s possession relating to the Commonwealth,
State or Territory Government public services; or
(v)
in the Downstream Supplier’s possession relating to the Principal’s or an
Authorised User’s clients or suppliers, and like information,
but does not include information which:
(vi) was already lawfully disclosed by the Downstream Supplier prior to the
Downstream Supplier being required to treat the information as
confidential;
(vii) is lawfully received from a third party which is not bound by a duty of
confidentiality;
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(viii) has become public knowledge (other than through a breach of an obligation
of confidence under this Deed Poll and/or Customer Contract); and/or
(ix) was independently developed or released by the Downstream Supplier
without reference to the Confidential Information.
Confirmation of Offer means the Downstream Supplier’s confirmation, containing
the information set out in Annexure D – Confirmation of Offer of the Customer
Contract Terms, that an Offer remains open for acceptance for the period specified in
the relevant Request for Confirmation of Offer.
Contract Specifications means the contract specifications as set out in item C1.10 of
the General Order of a Customer Contract.
Customer means a Customer as defined in clause 1.1 of Part 2 of GITC who is an
Authorised User and who may in the future form a Customer Contract with the
Downstream Supplier.
Customer Contract means a contract that is formed in accordance with the Customer
Contract Terms, between a Customer and the Downstream Supplier through the VMS.
Customer Contract Terms means the standard terms to apply to a Customer Contract
formed between the Downstream Supplier and a Customer for the provision of ICT
Personnel which is processed through the VMS as set out in Schedule 3 – Customer
Contract Terms to this Deed Poll and as varied from time to time by the Principal in its
absolute discretion.
Date of this Deed Poll means that date this Deed Poll is executed by the Downstream
Supplier.
Deed Poll means this Deed Poll document and all schedules to this document.
GITC means the Queensland Government Information Technology Contracting
Framework version 5.
GST has the same meaning as in GST Law.
GST Law includes A New Tax System (Goods and Services Tax) Act 1999 (Cth),
order, ruling or regulation which imposes or purports to impose or otherwise deals with
the administration or imposition of GST on a supply of goods or services in Australia.
ICT Candidate means an individual ICT labour resource who is nominated for a role
as an ICT Personnel under a Customer Contract by the Downstream Supplier to the
Resource Manager.
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ICT Personnel means the personnel who the Downstream Supplier supplies to a
Customer under a Customer Contract to perform ICT Services under that Customer
Contract.
ICT Services means the services performed by the ICT Personnel under a Customer
Contract as specified in that Customer Contract.
Job Posting means the request for ICT Personnel made by a Customer through the
VMS containing the information set out in Annexure A – Job Posting Fields of the
Customer Contract Terms.
Maximum Bill Rate means the maximum total price that may be payable to the
Downstream Supplier for the provision of the Services performed under a Customer
Contract as set out in the Job Posting.
Offer means a response to a Job Posting made by the Downstream Supplier through
the VMS, offering to supply ICT Personnel to a Customer, containing information set
out in Annexure B – Contractor Response of the Customer Contract Terms.
Personal Information means 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.
Principal means the Department of Housing and Public Works, Queensland
Government Chief Procurement Office.
RCTI means a Recipient Created Tax Invoice.
Recipient Created Tax Invoice has the same meaning as in GST Law.
Recruitment Services includes the services specified in clause 7.
Resource Manager means the organisation responsible for managing the VMS on
behalf of the Principal and facilitating the recruitment of ICT Personnel for Customers.
Resource Manager Program means the Whole-of-Government ICT resource
management service for the supply of ICT Personnel to Queensland Government
Departments and Agencies and other eligible public sector bodies established by the
Principal and managed by the Resource Manager.
Service Level means the performance requirements for the key performance indicators
as set out in Schedule 2 – Service Level Requirements to this Deed Poll as varied from
time to time by notice in writing given by the Principal to the Downstream Supplier.
Services means the services provided by the Downstream Supplier to a Customer
under a Customer Contract and includes the ICT Services and Recruitment Services.
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Supply has the same meaning as that term in GST Law.
Tax Invoice has the same meaning as in GST Law.
Vendor Management System means the Queensland Government centralised ICT
resource recruitment system managed by the Resource Manager through which a
Customer may procure ICT Services by placing a Job Posting for ICT Personnel.
Vendor Neutrality means that the Downstream Supplier shall ensure that it is not
provided with, nor seeks to obtain, any unfair competitive advantage in submitting
Offers through the Resource Manager Program.
VMS means the Vendor Management System.
VMS Reference Library means the online library of documents accessible through
the website at: https://www.fieldglass.net.
1.2
In this Deed Poll:
(a)
a reference to a person includes a reference to corporations and other entities
recognised by law;
(b)
the Table of Contents has been inserted for convenience of reference only and is
not intended to be part of, or to affect the meaning or interpretation of any of the
terms and conditions of this Deed Poll;
(c)
a reference to a statute, regulation, ordinance or local law will be deemed to
extend to all statutes, regulations, ordinances or local laws amending,
consolidating or replacing them;
(d)
the headings to the clauses have been inserted for convenience of reference only
and are not intended to be part of, or to affect the meaning or interpretation of any
of the terms and conditions of this Deed Poll;
(e)
the singular includes the plural and vice versa;
(f)
words importing one gender will include a reference to all other genders;
(g)
a covenant or agreement on the part of two or more persons will be deemed to
bind them jointly and severally;
(h)
“Includes” is not a word of limitation; and
(i)
a reference to a clause, schedule or attachment is a reference to a clause, schedule
or attachment to this Deed Poll, unless the context indicates otherwise, and
includes any amendments to them made in accordance with this Deed Poll.
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1.3
Where under or pursuant to this Deed Poll the day on or by which any act, matter or
thing is to be done is not a Business Day, such an act, matter or thing may be done on
the next Business Day.
1.4
In the case of any inconsistency between the Schedules and a clause contained in this
Deed Poll, the provisions of the clause will prevail to the extent of any inconsistency.
2.
Prerequisites to Participation
2.1
GITC Accreditation
2.2
(a)
The Downstream Supplier shall ensure that it is a current signatory to a
Queensland Government GITC Part 1 Deed of Agreement prior to submitting an
Offer to a Customer through the VMS in response to a Job Posting.
(b)
The Downstream Supplier shall maintain its GITC accreditation, including
accreditation for Module 8, throughout the duration of each Customer Contract
formed between the Downstream Supplier and a Customer through the VMS.
(c)
The Downstream Supplier shall notify the Resource Manager as soon as it ceases
to be a signatory to a Queensland Government GITC Part 1 Deed of Agreement or
ceases to hold accreditation for Module 8.
VMS Licence
(a)
The Downstream Supplier, including its employees and subcontractors, shall use
the VMS strictly in accordance with the terms of use set out in Schedule 4 – VMS
EULA to this Deed Poll as amended from time to time in accordance with its
terms.
(b)
The Downstream Supplier shall promptly execute a copy of the terms of use set
out in Schedule 4 – VMS EULA to this Deed Poll and provide a copy of the
executed terms of use to the Principal.
3.
Formation of GITC Customer Contracts
3.1
The Downstream Supplier agrees that the process for the formation of Customer
Contracts through the Resource Manager Program will be in accordance with the
Customer Contract Terms.
3.2
The Downstream Supplier agrees that the terms and conditions of all Customer
Contracts formed between the Downstream Supplier and a Customer through the
Resource Manager Program will be those set out in item C1.57.10 of the General Order
of the Customer Contract Terms as modified by the details specified in the relevant Job
Posting and Offer.
3.3
The Downstream Supplier agrees that any Offer submitted through the VMS will be
binding on the Downstream Supplier subject only to the Downstream Supplier
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submitting a Confirmation of Offer in accordance with item C1.57.5 of the General
Order of the Customer Contract Terms and the relevant Customer issuing an
Acceptance of Offer in accordance with item C1.57.7 of the General Order of the
Customer Contract Terms.
4.
No Obligation to Request Offers
4.1
The Downstream Supplier acknowledges that nothing in the terms of this Deed Poll, or
the Downstream Supplier’s participation in the Resource Manager Program, creates
any obligation on the Resource Manager, the Principal or any Customer to submit Job
Postings to the Downstream Supplier.
4.2
The Downstream Supplier acknowledges that nothing in the terms of this Deed Poll, or
the Downstream Supplier’s participation in the Resource Manager Program, creates
any obligation on a Customer to accept an Offer made by the Downstream Supplier in
response to a Job Posting submitted by that Customer.
5.
Pricing Transparency
5.1
The Downstream Supplier shall ensure that the Bill Rate provided in any Offer
submitted by the Downstream Supplier is fully itemised and identifies the following:
(a)
the base rate to be paid to the ICT Personnel, expressed as a daily rate or an hourly
rate as appropriate, excluding superannuation;
(b)
the percentage margin to be applied by the Downstream Supplier and the actual
amount of that margin payable;
(c)
any statutory on-costs, including but not limited to:
(i)
the percentage of superannuation to be applied to the base rate and the
actual amount of superannuation payable;
(ii)
the percentage of payroll tax to be paid in respect of the amounts paid to
the ICT Personnel and the actual amount of payroll tax payable;
(iii) the percentage of Workcover insurance to be paid in respect of the ICT
Personnel and the actual amount of Workcover insurance payable; and
(d)
5.2
the GST exclusive amount, the GST component and the GST inclusive amount.
The Downstream Supplier must ensure that the Bill Rate submitted in any Offer is
equal to or below the Maximum Bill Rate specified in the Job Posting.
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6.
Third Party Payment
6.1
The Downstream Supplier acknowledges that payment of invoices made available in
accordance with this clause 6 will be made by the Resource Manager to the
Downstream Supplier.
6.2
The Resource Manager will create and make available a RCTI through the VMS based
upon electronic timesheets approved by the relevant Customer in respect of the
relevant Services provided by the Downstream Supplier under the relevant Customer
Contract in the preceding week. The RCTI will be made available by the Resource
Manager, on behalf of the relevant Customer, for download by the Downstream
Supplier through the VMS within two (2) Business Days after the expiration of the
preceding week. For the avoidance of doubt, the Downstream Supplier acknowledges
and agrees that it will not issue any form of invoice to the Customer or to the Principal
under this Deed Poll or under a Customer Contract.
6.3
The Downstream Supplier acknowledges that payment of the invoiced amount
specified in the RCTI will be made to the Downstream Supplier by the Resource
Manager within thirty (30) days of the date of issue of a Tax Invoice from the
Resource Manager to the relevant Customer provided that:
(a)
the electronic timesheets relating to the invoiced amount specified in the RCTI
have been correctly submitted through the VMS for the relevant week to which the
RCTI relates;
(b)
the electronic timesheets relating to the invoiced amount specified in the RCTI
have been approved by the relevant Customer; and
(c)
the relevant Customer has provided sufficient funds to the Resource Manager to
pay the invoiced amount specified in the RCTI.
6.4
The Downstream Supplier shall accept payments made by the Resource Manager in
accordance with clause 6.3 as full and final payment for the relevant Services supplied
by the Downstream Supplier under the relevant Customer Contract.
6.5
Without limiting clause 24, the Downstream Supplier agrees that neither approval by a
Customer of a timesheet relating to Services performed under a Customer Contract, nor
creation or payment of a RCTI in respect of those Services, acts as a waiver of that
Customer’s rights under that Customer Contract to pursue all available remedies in
respect of any breach of that Customer Contract by the Downstream Supplier,
including any failure to meet the Contract Specifications.
7.
Recruitment Services
7.1
The Downstream Supplier shall provide Recruitment Services including, but not
limited to, the Recruitment Services as described in Schedule 1 – Recruitment Services
and any Recruitment Services as specified in a Customer Contract.
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7.2
7.3
7.4
7.5
When requested to provide an Offer the Downstream Supplier shall, in accordance
with the relevant Job Posting:
(a)
source suitable ICT Candidates capable of providing ICT Services in accordance
with the Job Posting requirements and for a price equal to or less than the
Maximum Bill Rate specified in the Job Posting;
(b)
conduct interviews and reasonable reference and background checks on ICT
Candidates. This includes ensuring that any specific role requirements in the Job
Posting (e.g. a requirement that the ICT Candidate has a clear criminal history or
current ‘blue card’) are satisfied; and
(c)
provide, through the Resource Manager, the Customer who issued that Job Posting
with resumes of Downstream Supplier recommended ICT Candidates at the same
time as providing the Offer to the Customer.
Where a Customer accepts an Offer submitted by the Downstream Supplier in
accordance with clause 7.2, the Downstream Supplier shall ensure that Schedule S20 –
Deed Poll of ICT Personnel Services of the Customer Contract Terms under which the
ICT Personnel shall provide ICT Services, specifies:
(a)
the project description and the location where the ICT Services are to be
performed;
(b)
the Commencement Date and the Expiry Date for the ICT Services;
(c)
the operating hours and days during which the ICT Personnel shall be required to
perform the ICT Services; and
(d)
any other requirements the relevant Customer may have for the ICT Personnel to
perform the ICT Services.
The Downstream Supplier shall, unless otherwise specified in a Customer Contract:
(a)
require the ICT Personnel selected by a Customer to perform the ICT Services
under the Customer Contract to execute a Deed Poll, in the form of Schedule S20 –
Deed Poll of ICT Personnel Services of the Customer Contract Terms, in favour of
that Customer, which describes the ICT Services and in which the ICT Personnel
agrees to perform the ICT Services in a professional manner and in accordance
with the terms and conditions of the Customer Contract;
(b)
promptly provide the executed Deed Poll to the Customer; and
(c)
make the ICT Personnel aware of their responsibilities in accordance with the
terms and conditions of that Customer Contract.
If in accordance with the terms and conditions of a Customer Contract, either the
Downstream Supplier or a Customer requires the ICT Personnel responsible for
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performing ICT Services under that Customer Contract to be replaced, the
Downstream Supplier shall provide Recruitment Services to the Customer for the
purpose of providing a replacement ICT Personnel acceptable to the Customer at no
additional cost to the Customer.
8.
Service Level
8.1
As part of the Downstream Supplier’s participation in the Resource Manager Program,
and regardless of whether any Customer Contracts are formed with the Downstream
Supplier, the Downstream Supplier shall perform the Recruitment Services to a
standard that meets the required Service Level for each key performance indicator as
set out in Schedule 2 – Service Level Requirements.
8.2
The Downstream Supplier acknowledges that the Principal, or the Resource Manager
acting on its behalf, will undertake reviews of the Downstream Supplier’s performance
during the period in which the Downstream Supplier is participating in the Resource
Manager Program on a quarterly basis or as otherwise determined by the Principal.
8.3
The Downstream Supplier shall co-operate fully with any review conducted in
accordance with clause 8.2.
9.
Right to Audit
9.1
The Downstream Supplier agrees that the Principal or the Resource Manager acting on
the Principal’s behalf, or their designated agent, may at its own cost conduct an audit
of the Downstream Supplier’s records to verify that the Downstream Supplier is not in
breach of this Deed Poll in its performance of the Recruitment Services.
9.2
An audit may be conducted under clause 9.1 as and when required at the sole
discretion of the Principal, or the Resource Manager acting on the Principal’s behalf,
provided that no more than one audit shall be conducted in a 12 month period unless
the Principal has reasonable ground for suspecting that the Downstream Supplier is in
breach of this Deed Poll.
10.
Vendor Neutrality
10.1
The Downstream Supplier warrants that it:
10.2
(a)
shall submit Offers and perform its obligations and responsibilities under this
Deed Poll consistent with the requirement of Vendor Neutrality; and
(b)
shall not give or offer any inducement or payment to the Principal, the Resource
Manager, or any Authorised User, or in any way seek to compromise the neutrality
of the Principal, the Resource Manager, or any Authorised User.
On the first and second occurrences that the Downstream Supplier commits a breach of
the warranty provided under clause 10.1 the Downstream Supplier:
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10.3
(a)
shall be excluded from providing Services to Customers through the Resource
Manager Program for a period of six (6) months; and
(b)
shall be required to show cause to the Principal why it should be re-admitted as a
supplier to the Resource Manager Program following the period of exclusion.
On the third occurrence and each subsequent occurrence that the Downstream Supplier
commits a breach of the warranty provided under clause 10.1 the Downstream
Supplier:
(a)
shall be excluded from providing Services to Customers through the Resource
Manager Program for such period greater than six (6) months as the Principal
specifies in its discretion; and
(b)
shall be required to show cause to the Principal why it should be re-admitted as a
supplier to the Resource Manager Program following the period of exclusion.
10.4
If the Downstream Supplier is required under clause 10.2 or 10.3 to show cause to the
Principal why it should be re-admitted as a supplier to the Resource Manager Program,
re-admittance will be at the sole discretion of the Principal.
10.5
The Parties agree that if the Downstream Supplier acts in any of the ways listed in
Schedule 6 – Compliance with Vendor Neutrality (Guidelines) it will be a breach of the
warranty in clause 10.1(a). The Parties acknowledge that Schedule 6 – Compliance
with Vendor Neutrality (Guidelines) is not an exhaustive list of all types of actions that
will constitute a breach of the warranty in clause 10.1(a).
11.
Conflict of Interest
11.1
The Downstream Supplier warrants that before entering into this Deed Poll it has
disclosed to the Principal all the past, current and anticipated interests of the
Downstream Supplier which may conflict with or restrict the Downstream Supplier in
performing services under this Deed Poll fairly and independently.
11.2
The Downstream Supplier shall not during the course of this Deed Poll engage in any
activity or obtain any interest likely to conflict with or restrict the Downstream
Supplier in providing services under this Deed Poll fairly and independently and shall
immediately disclose to the Principal such activity or interest.
12.
Solicitation of ICT Personnel
12.1
During the period of this Deed Poll, the Downstream Supplier shall not, in sourcing
ICT Candidates for the submission of an Offer, directly or indirectly, solicit, approach
or entice for recruitment any individual who the Downstream Supplier ought
reasonably to know is:
(a)
a Queensland Government employee; or
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(b)
performing ICT services for an Authorised User under an existing contract which
will not have expired before the commencement date for the provision of the ICT
Services specified in the Job Posting to which the Offer relates.
12.2
The reference in clause 12.1 to an existing contract includes any agreement for the
supply of ICT personnel formed between an Authorised User and any supplier whether
that agreement was formed through the VMS or otherwise.
12.3
A general solicitation such as a newspaper advertisement shall not constitute a breach
of clause 12.1.
12.4
The Downstream Supplier acknowledges that the Principal may remove the
Downstream Supplier from the Resource Manager Program if the Downstream
Supplier is found to be in breach of clause 12.1.
13.
Confidentiality
13.1
The Downstream Supplier acknowledges that in the course of participating in the
Resource Manager Program and performing the Recruitment Services for Customers,
whether directly or indirectly, the Downstream Supplier may become aware of
information belonging to or in the possession of the Principal or an Authorised User
that is confidential.
13.2
The Downstream Supplier must not disclose the Confidential Information to any
person without the prior written consent of the owner of the Confidential Information.
13.3
The owner of the Confidential Information may grant or withhold its consent in its
absolute and unfettered discretion.
13.4
If the owner of the Confidential Information grants its consent under clause 13.3, it
may impose conditions on that consent. In particular, but without limiting the
generality of the preceding sentence, the owner of the Confidential Information may
require that the Downstream Supplier procure the execution of a Deed of
Confidentiality, substantially in the form of Schedule S6 – Deed of Confidentiality to
the Customer Contract Terms, by the person to whom the Downstream Supplier
proposes to disclose the Confidential Information.
13.5
If the owner of the Confidential Information grants consent subject to conditions, the
Downstream Supplier must comply with those conditions.
13.6
The obligations of the Downstream Supplier under this Deed Poll shall not be taken to
have been breached where the Confidential Information is required by law to be
disclosed.
13.7
The Downstream Supplier shall use the Confidential Information only for the purpose
of its dealings with the Principal, the Resource Manager and the Authorised Users,
whether directly or indirectly.
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13.8
The owner of the Confidential Information may demand, without needing to reduce the
demand to writing, the delivery up to the owner of the Confidential Information of all
documents in the possession or control of the Downstream Supplier containing the
Confidential Information.
13.9
The Downstream Supplier must immediately comply with a demand under clause 13.8.
13.10
If the owner of the Confidential Information makes a demand under clause 13.8, and
the Downstream Supplier has placed or is aware that documents containing the
Confidential Information are beyond his or her possession or control, then the
Downstream Supplier must provide full particulars of the whereabouts of the
documents containing the Confidential Information, and the identity of the person in
whose custody or control they lie.
13.11
In this clause 13, "documents" includes any form of storage of information, whether
visible to the eye or not.
13.12
Without limiting any other remedies available to the owner of the Confidential
Information in relation to breach of this clause 13 by the Downstream Supplier, the
Downstream Supplier acknowledges that the Principal may take legal proceedings
against the Downstream Supplier or third parties if there is any actual, threatened or
suspected breach of this clause 13, including proceedings for an injunction to restrain
such breach.
13.13
The Downstream Supplier agrees that each Authorised User may take the benefit of,
and seek to enforce, this clause 13 in their own name to the extent that such
enforcement is required to enable the Authorised User to obtain the benefits of this
clause 13.
14.
Information Use and Disclosure
14.1
The Downstream Supplier acknowledges that the Principal and the Resource Manager
will collect and store information about the Downstream Supplier in the VMS,
including:
(a)
the fact that the Downstream Supplier is participating in the Resource Manager
Program;
(b)
outcomes of reviews of the Downstream Supplier’s performance conducted by or
on behalf of the Principal by the Resource Manager;
(c)
details of any breach of the terms of a Customer Contract formed through the
VMS or an agreement formed between the Customer and ICT Personnel supplied
by the Downstream Supplier;
(d)
details of the Downstream Supplier’s performance of its obligations under any and
all Customer Contracts formed through the VMS;
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Deed Poll
(e)
details of the terms of a Customer Contract formed through the VMS, including
the outcomes of performance reviews, the pricing structure under the Customer
Contract and payments made by the Resource Manager to the Downstream
Supplier;
(f)
details about ICT Personnel who are providing ICT Services under a Customer
Contract formed through the VMS, including their resumes, skills, certifications,
licences, references and background checks and previous work experience; and
(g)
details about recommended ICT Candidates which the Downstream Supplier has
provided together with an Offer, including their resumes, skills, certifications,
licences, references and background checks and previous work experience.
14.2
The Downstream Supplier acknowledges that the information about the Downstream
Supplier stored on the VMS will be accessible by the Principal, the Resource Manager
and current and future Authorised Users.
14.3
The Downstream Supplier acknowledges that the information about the Downstream
Supplier stored on the VMS may be stored outside of Australia.
14.4
The Downstream Supplier acknowledges that information about the Downstream
Supplier stored on the VMS will be used to:
(a)
manage the procurement of information and communications technology services;
(b)
review the Downstream Supplier’s performance of its obligations under this Deed
Poll and under any Customer Contract formed between the Downstream Supplier
and a Customer through the VMS; and
(c)
to assess the Downstream Supplier’s suitability to perform Services under future
Customer Contracts.
15.
Personal Information
15.1
Where the Downstream Supplier will have access to or be responsible for holding
Personal Information in order to fulfill its obligations under this Deed Poll, the
Downstream Supplier must:
(a)
if the Principal is an “agency” within the meaning of the Information Privacy Act
2009 (Privacy Act), comply with Parts 1 and 3 of Chapter 2 of the Privacy Act in
relation to the discharge of its obligations under this Deed Poll, as if the
Downstream Supplier was the Principal;
(b)
ensure that the Personal Information is protected against loss and against
unauthorised access, use, modification or disclosure and against other misuse;
(c)
not use the Personal Information other than for the purposes of this Deed Poll,
unless required or authorised by law;
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Deed Poll
(d)
not transfer the Personal Information outside of Australia without the consent of
the Principal;
(e)
ensure that only authorised personnel who require access in order to perform their
duties have access to the Personal Information;
(f)
ensure that its personnel do not access, use or disclose the Personal Information
other than in the performance of their duties;
(g)
ensure that its sub-contractors and agents who have access to the Personal
Information comply with obligations the same as those imposed on the
Downstream Supplier under this clause 15;
(h)
immediately notify the Principal if it becomes aware that a disclosure of Personal
Information is, or may be, required or authorised by law;
(i)
fully co-operate with the Principal to enable the Principal to respond to
applications for access to, or amendments of a document containing an
individual’s Personal Information and to privacy complaints; and
(j)
comply with such other privacy and security measures as the Principal reasonably
advises the Downstream Supplier from time to time.
15.2
The Downstream Supplier must immediately notify the Principal upon becoming
aware of any breach of clause 15.1.
16.
Right to Information
16.1
The Downstream Supplier acknowledges that:
(a)
the Right to Information Act 2009 (RTI Act) provides members of the public with
a legally enforceable right to access documents held by Queensland Government
agencies;
(b)
the RTI Act requires that documents be disclosed upon request, unless the
documents are exempt or on balance, disclosure is contrary to the public interest;
(c)
information relating to this Deed Poll is potentially subject to disclosure to third
parties pursuant to the RTI Act and any such disclosure will not constitute a
breach of this Deed Poll;
(d)
if disclosure under the RTI Act, and/or general disclosure of information provided
by the Downstream Supplier in connection with this Deed Poll, would be of
substantial concern to the Downstream Supplier, because it would disclose trade
secrets, information of commercial value, the purpose or results of research or
other information of a confidential nature, this should be indicated by the
Downstream Supplier;
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Deed Poll
(e)
the Principal cannot guarantee that any information provided by the Downstream
Supplier will be protected from disclosure under the RTI Act; and
(f)
despite any other provisions of this Deed Poll, the Principal is entitled to publish
on the Department of Housing and Public Works website:
http://www.hpw.qld.gov.au, or by any other means, the following details:
(i)
the name and address of the Downstream Supplier;
(ii)
a description of the Services;
(iii) the commencement date of this Deed Poll; and
(iv) the status of the Downstream Supplier as a supplier of ICT recruitment
services under the Resource Manager Program.
17.
Indemnity
17.1
The Downstream Supplier shall indemnify the Principal, and its directors, officers,
employees agents and contractors (“those indemnified”) from and against all actions,
proceedings, claims, demands, costs (including all reasonable legal costs and all
reasonable costs associated with defending those indemnified), losses, damages and
expenses, including those arising out of the terms of any settlement, which:
(a)
may be brought against or made upon those indemnified; or
(b)
those indemnified may incur or sustain,
arising out of:
(c)
any breach of, or failure to observe the provisions of this Deed Poll by the
Downstream Supplier, their employees, contractors or agents;
(d)
any willful, unlawful or negligent act or omission of the Downstream Supplier, its
employees, contractors or agents under and/or in connection with this Deed Poll.
17.2
The indemnity given by the Downstream Supplier under clause 17.1 shall be reduced
proportionately to the extent that the liability, loss, harm, damage, cost or expense
referred to was caused or contributed to by any unlawful or negligent act or omission
by any of those indemnified.
17.3
The Downstream Supplier acknowledges that, subject to maintaining legal professional
privilege, where an action, proceeding, claim or demand is made or threatened by a
third party, under clause 17.1 against those indemnified, the Principal will:
(a)
as soon as practicable, provide written notice to the Downstream Supplier of that
action, proceeding, claim or demand;
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Deed Poll
(b)
provide the Downstream Supplier with a copy of all documents received from the
third party; and
(c)
will call on the Downstream Supplier, by written notice, to indemnify and defend
those indemnified in relation to any such action, proceeding, claim or demand.
17.4
The Downstream Supplier shall negotiate in good faith with the Principal to determine
which party shall defend the action, claim and/or demand within ten (10) Business
Days of the date of a notice provided under clause 17.3.
17.5
Where the Downstream Supplier agrees to defend an action, claim and/or demand
under clause 17.4 the Downstream Supplier shall:
(a)
as a minimum, keep the Principal informed of significant developments
concerning the action, proceeding, claim or demand, including by the provision of
copies of documents filed by the Downstream Supplier in the courts; and
(b)
not settle the action, proceeding, claim or demand without the written consent of
the Principal to the terms of that settlement, which consent will not be
unreasonably withheld.
18.
Insurance
18.1
The Downstream Supplier shall at its own expense be insured under and remain the
beneficiary of or arrange and maintain the following insurances for the term of this
Deed Poll, or for such other period as may be specifically required by this Deed Poll
for the particular policy:
(a)
a broad form liability policy of insurance which includes public liability insurance
to the value of at least $5,000,000.00 per claim; and
(b)
Workers’ Compensation insurance in accordance with applicable legislation for all
the Downstream Supplier's employees and ICT Personnel to be supplied under any
Customer Contract formed through the VMS.
18.2
The Principal may, at its sole discretion, accept alternative forms of insurance which,
whilst not precisely making reference to categories described in clause 18.1, offer
equivalent insurance cover.
18.3
The Downstream Supplier’s insurance policy(s) must be effected with a reputable
insurance company.
18.4
The Downstream Supplier shall notify the Principal in writing of any exclusions and
deductibles relevant to the insurance policies in place in accordance with this clause
18.
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Deed Poll
18.5
Upon executing this Deed Poll, on the anniversary of the Date of this Deed Poll and
upon written request of the Principal, or the Resource Manager acting on its behalf, the
Downstream Supplier shall promptly complete, sign and submit to the Principal a
confirmation of insurances substantially in the form of Schedule 5 – Confirmation of
Insurances to this Deed Poll which accurately reflects the insurance requirements.
19.
Term
19.1
This Deed Poll will commence on the Date of This Deed Poll and will continue
indefinitely unless terminated in accordance with clause 20.
20.
Termination
20.1
The Principal may terminate this Deed Poll, and the Downstream Supplier’s
participation in the Resource Manager Program, for convenience by giving thirty (30)
days prior written notice to the Downstream Supplier.
20.2
This Deed Poll, and the Downstream Supplier’s participation in the Resource Manager
Program, will terminate immediately upon termination of the Downstream Supplier’s
licence to use the VMS.
20.3
This Deed Poll, and the Downstream Supplier’s participation in the Resource Manager
Program, will terminate immediately where the Downstream Supplier ceases to be a
signatory to a Queensland Government GITC Part 1 Deed of Agreement or ceases to
hold accreditation for Module 8.
20.4
The Downstream Supplier may terminate this Deed Poll, and the Downstream
Supplier’s participation in the Resource Manager Program, by giving notice under
clause 26.6.
20.5
Without limiting clauses 20.1 to 20.3, where the Downstream Supplier commits any
breach of this Deed Poll, the Principal may by written notice to the Downstream
Supplier immediately terminate this Deed Poll, and the Downstream Supplier’s
participation in the Resource Manager Program, from the date specified in the written
notice.
20.6
Without limiting clauses 20.1 to 20.3, where the Downstream Supplier does not agree
to any variation of this Deed Poll by the Principal and does not execute a deed poll of
variation in accordance with clause 26, the Principal may be written notice to the
Downstream Supplier immediately terminate this Deed Poll, and the Downstream
Supplier’s participation in the Resource Manager Program, from the date specified in
the written notice.
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Deed Poll
21.
Consequences of Termination
21.1
On and from the date of termination of this Deed Poll the Downstream Supplier’s right
to access and use the VMS may be terminated or limited at the absolute discretion of
the Principal.
21.2
The Downstream Supplier acknowledges that the Principal shall not be liable for any
payment to the Downstream Supplier in relation to the termination of this Deed Poll,
and the Downstream Supplier’s participation in the Resource Manager Program,
including any compensation relating to loss of profit, revenue, goodwill or business
opportunities, damage to reputation or any indirect or consequential loss.
21.3
If this Deed Poll is terminated or in any way comes to an end, in whole or in part, no
existing Customer Contract shall, unless the Customer Contract requires it, be affected
in any way whatsoever.
22.
Notices
22.1
Notices under this Deed Poll may be delivered by hand, by registered mail, or by
facsimile to the addresses specified in clause 22.3 or any substitute address as may
have been notified in writing by the relevant addressee from time to time.
22.2
Notice will be deemed to be given –
(a)
2 Business Days after deposit in the mail with postage prepaid;
(b)
when delivered by hand; or
(c)
if sent by facsimile transmission, upon an apparently successful transmission being
noted by the sender's facsimile machine prior to close of business at 5.00pm.
Facsimile transmissions received after 5.00pm will be deemed to be received at the
start of the next Business Day,
as the case may be.
22.3
The address for the Downstream Supplier is Downstream Supplier
Address:
Address of Downstream Supplier
Postal Address:

Attention:
Telephone:
Facsimile:



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Deed Poll
22.4
The address for the Principal is Arrangement Manager
ICT Resource Manager
Queensland Government Chief Procurement Office
Department of Housing and Public Works
23.
Address:
Level 15 Mineral House
41 George Street
Brisbane QLD
Postal Address:
PO Box 123
Brisbane QLD 4001
Attention:
Telephone:
Facsimile:
Robert Capanna
(07) 3224 5280
(07) 3224 7912
Governing Law
This Deed Poll will be governed by and construed according to the law of the State of
Queensland and the parties agree to submit to the jurisdiction of the Courts of the State
of Queensland.
24.
Waiver
No right of the Principal or obligation of the Downstream Supplier under this Deed
Poll shall be deemed to be waived except by written notice signed by the Principal.
25.
Severance
If anything in this Deed Poll is unenforceable, illegal or void, then it is severed and the
rest of this Deed Poll remains in force.
26.
Variations to the Deed Poll
26.1
The Downstream Supplier acknowledges and agrees that the Principal may seek to
vary the terms and conditions of this Deed Poll, including the schedules.
26.2
The Principal shall notify the Downstream Supplier of any variation under clause 26.1
through a broadcast notification from the VMS. The current terms and conditions and a
deed poll of variation will be available at the VMS Reference Library.
26.3
The Downstream Supplier shall keep itself informed of the current terms and
conditions as published in accordance with clause 26.2.
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Deed Poll
26.4
Where the Principal provides notice of a variation under clause 26.2 the Downstream
Supplier shall execute a deed poll of variation in the form accompanying the variation
within five (5) Business Days after the details of the variation are published in
accordance with clause 26.2, and the variation shall take effect from the date of
execution of that deed poll.
26.5
The Downstream Supplier shall provide the original deed poll of variation executed in
accordance with clause 26.3 to the Principal, or the Resource Manager acting on its
behalf, within five (5) Business Days of its execution.
26.6
The Downstream Supplier’s accreditation to participate in the Resource Manager
Program, together with the Downstream Supplier’s access to the VMS in respect of
this Deed Poll, will be immediately terminated if the Downstream Supplier does not
agree to the varied terms and conditions by executing a deed poll of variation in
accordance with clause 26.4.
26.7
Where the Downstream Supplier does not agree with a variation to the terms and
conditions of this Deed Poll made in accordance with clause 26.1, the Downstream
Supplier shall withdraw from the Resource Manager Program by notice in writing to
the Principal. In withdrawing from the Resource Manager Program, the Downstream
Supplier will no longer act as a supplier of ICT Personnel and its access to the VMS in
respect of this Deed Poll shall be terminated immediately.
27.
Costs
27.1
The Downstream Supplier must pay its own costs of and incidental to the negotiation,
preparation and execution of this Deed Poll.
28.
Assignment
28.1
The Downstream Supplier may not assign its obligations under this Deed Poll without
the prior written consent of the Principal.
28.2
The Principal may assign its rights under this Deed Poll by giving notice to the
Downstream Supplier in accordance with clause 26.
29.
Execution
29.1
The Downstream Supplier shall execute this Deed Poll and do all things necessary or
desirable to give full effect to this Deed Poll as a deed poll and provide the original
executed document to the Principal, or the Resource Manager acting on its behalf.
30.
Entire Deed Poll
This Deed Poll constitutes the entire agreement between the Parties. Any prior
arrangements, agreements, warranties, representations or undertakings are superseded.
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Deed Poll
31.
Dispute Resolution
31.1
The Downstream Supplier will provide all assistance reasonably requested by the
Principal, the Principal’s nominated agent or the Resource Manager in relation to
resolution of disputes that involve or are related to the Downstream Supplier’s
involvement in the Resource Manager Program. This will include where relevant
providing such assistance as part of the Resource Manager Program Complaints
Management Procedure located at http://www.hpw.qld.gov.au.
32.
Survival
32.1
The following clauses shall survive the termination of this Deed Poll:
(a)
1 – Interpretation;
(b)
2.2 – VMS Licence;
(c)
9 – Right to Audit;
(d)
13 – Confidentiality;
(e)
14 – Information Use and Disclosure;
(f)
15 – Personal Information;
(g)
17 – Indemnity;
(h)
18 – Insurance;
(i)
23 – Governing Law; and
(j)
24 – Waiver.
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Schedule 1
SCHEDULE 1 – RECRUITMENT SERVICES
This list of recruitment services is not exhaustive.
1.
ICT Candidate Submission – Downstream Suppliers will receive Job Postings via the
VMS. Each Job Posting will specify the maximum number of ICT Candidates which can
be submitted by that Downstream Supplier. The Downstream Supplier should review the
role requirements and submit ICT Candidates who best match the role requirements and
are within the Maximum Bill Rate specified. Downstream Suppliers must not submit
more ICT Candidates than specified in the Job Posting. Resumes submitted may not
contain any reference to the Downstream Supplier, nor may they contain the
Downstream Supplier’s mark or logo.
2.
ICT Candidate Screening - Prior to submitting ICT Candidates for a Job Posting via the
VMS, the ICT Candidates must be appropriately screened and interviewed. For each Job
Posting, the Downstream Supplier must gain the ICT Candidate’s approval to be
submitted and the ICT Candidate should be given the Job Posting number for reference.
This will prevent duplicate ICT Candidate submissions from different Downstream
Suppliers.
3.
Reference Checks - Two references from previous employers must be completed by the
Downstream Supplier for each ICT Candidate submitted. References must be for the
most relevant recent work experiences. The referee must be a direct supervisor. The
Resource Manager may also request references at the time the ICT Candidate is
submitted.
4.
Work Rights Checks - The Downstream Supplier must ascertain that the ICT Candidate
has appropriate work rights for Australia. Proof of work rights such as original
Australian Passport or foreign passport with appropriate work visa must be sighted and a
copy maintained on file. This will be subject to audit by the Principal, Resource
Manager or the relevant Customer.
5.
Insurance Checks - The Downstream Supplier must ensure that the ICT Candidate is
insured under the following insurances:
(a)
if the ICT Candidate is not an employee of the Downstream Supplier, public
liability insurance to the value of at least $5,000,000.00 per claim;
(b)
if the ICT Candidate is not an employee of the Downstream Supplier, workers’
compensation insurance in accordance with applicable legislation; and
(c)
in all instances, professional indemnity or errors and omissions insurance to the
value specified in the Job Posting.
The Downstream Supplier must sight and retain copies of all insurance certificates and
ensure that the professional indemnity insurance continues to remain valid for a period
of four years following termination of each relevant Customer Contract or such greater
period of time as specified in the Job Posting. This will be subject to audit by the
Principal, Resource Manager or the relevant Customer.
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Schedule 1
6.
Contract Management - All Downstream Suppliers engaged through the Resource
Manager for work with Queensland Government will be issued with a GITC Customer
Contract. The Downstream Supplier must ensure that the Customer Contract is
signed and dated prior to the commencement date of the Customer Contract.
7.
Submission of Timesheets - It is the responsibility of the Downstream Supplier to check
the VMS on a weekly basis for outstanding timesheets and follow up with ICT
Personnel to ensure that the timesheets are completed and submitted in accordance with
the VMS procedures to ensure that all ICT Personnel are paid accurately and on-time.
The approved timesheet in the VMS will determine the hours for which the ICT
Personnel is to be paid.
8.
Completion of Timesheets – ICT Personnel are required to complete timesheets for
hours worked via the VMS by 18:00 of the first Business Day following the completion
of the previous week.
9.
Dispute Resolution – The Downstream Supplier is required to raise any issues in
accordance with the procedure set out in clause 31.
10.
Review Meetings - The Resource Manager will review the performance of all
Downstream Suppliers participating in the program against the Target Service Levels set
out in Schedule 2 - Service Level Requirements. Metrics relating to the Downstream
Supplier’s performance will be made available via the VMS.
From time to time, the Resource Manager may request the Downstream Supplier to
attend a review meeting to discuss the Downstream Supplier’s performance. It is
expected that the Downstream Supplier will make itself available for this meeting at a
mutually agreeable time.
11.
ICT Personnel Off-Boarding - Upon receiving notification of the expected conclusion
date of a Customer Contract, the Downstream Supplier must inform the Resource
Manager. Where a Customer Contract is terminated prior to its expected conclusion
date, the Resource Manager will advise the Downstream Supplier of the date of
termination. The Downstream Supplier must ensure that all Queensland Government
property is returned by the ICT Personnel before the expected conclusion date of the
relevant Customer Contract or on the date of termination of the Customer Contract. This
includes, but is not limited to, the security pass and computer equipment including
laptops or remote access devices provided to the ICT Personnel.
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Schedule 2
SCHEDULE 2 – SERVICE LEVEL REQUIREMENTS
Key Performance
Indicator
1. Time to Submit
Description
Time from receipt of a Job Posting to
submission of suitable ICT Candidates to
the Resource Manager (as measured
through the VMS)
Benchmark
90% submissions
within less than 48
hours from receipt of
Job Posting
Target Service
Level
80% submission
within 48hrs
24 hours for roles
deemed urgent by
hiring manager
100% of the time,
submissions do not
exceed the number
stated in the Job
Posting
80% submission
within 24hrs
2. ICT Candidate
submission
Maximum number of highest quality ICT
Candidates submitted as per Job Posting
/ role per Downstream Supplier (as
measured through the VMS)
3. Quality of ICT
Candidates
submitted
30% of ICT Candidates submitted are
shortlisted for review by the Customer’s
hiring manager, 30% of ICT Candidates
shortlisted are offered, 95% of ICT
Candidates offered actually commence
performing Services under a Customer
Contract
ICT Candidates appropriately screened
and interviewed prior to submission to
Resource Manager (measured through
audit)
90% of the time
80% of the time
100% compliance
100% compliance
5. Maximum Bill
Rate
Management
ICT Candidates submitted within the
Maximum Bill Rate commensurate with
experiential profile
100% of the time
100% of the time
6. Reference Checks
Two reference checks completed with
previous employers prior to ICT
Candidate being offered a Customer
Contract (measured through audit)
100% completed
100% completed
7. Work Rights
Checks
Check ICT Candidate has appropriate
work rights for Australia (measured
through audit)
100% Compliance
100% compliance
8. Insurances
Ensure all ICT Candidates who are not
employees of the Downstream Supplier
are covered by the required insurances.
Downstream Supplier must sight and
retain copies of all insurance certificates
(measured through audit)
100% compliance
100% compliance
4. ICT Candidate
screening
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90% of the time
27
Schedule 2
Key Performance
Indicator
9. Contract
Management
Description
All ICT Personnel issued with a Deed
Poll of ICT Personnel Services to be
signed by the ICT Personnel prior to the
commencement of the relevant Customer
Contract (confirmed through audit)
100% compliance
Target Service
Level
100% compliance
10. Timely payment
of ICT Personnel
All ICT Personnel paid accurately and
on-time as per approved timesheet as
measured through exception reporting
100% of the time
98% of the time
11. ICT Personnel
Retention
Ensuring high quality ICT Personnel are
retained for the full duration of the
relevant Customer Contract.
ICT Personnel will complete the term of
their Customer Contract unless otherwise
terminated by the Customer
85% of the time
80% of the time
12. ICT Personnel
Performance
The Customer’s hiring manager rates
performance of ICT Personnel at end of
week 1, month 1 and 6 monthly
thereafter
On a scale of 1-5, ICT
Personnel performance
rates 3.5 on average or
above.
For all survey
responses not received,
the rating score will be
assumed as a 3.5
ICT Personnel
performance rates
on average 3
13. ICT Personnel
Quality
ICT Personnel terminated prior to the
intended conclusion date of the Customer
Contract, due to poor performance must
be minimised.
Less than 1% of total
Customer Contracts
entered into by that
Downstream Supplier,
terminated due to poor
performance of the ICT
Personnel
Greater than 1%
but less than 5%
14. Submission of
timesheets
ICT Personnel timesheets submitted
through VMS within 1 week of the work
being completed
100% of the time
95% of the time
15. Issue
Management
All Issues escalated by the Resource
Manager are resolved as per agreed
escalation framework
98% compliance to
process
95% compliance
to process
16. Review Meetings
Agreed Downstream Supplier review
meetings with Resource Manager are
attended
100% Attendance
100% Attendance
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Benchmark
28
Schedule 3
SCHEDULE 3 – CUSTOMER CONTRACT TERMS
[Please attach template GITC Customer Contract Terms]
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Schedule 5
SCHEDULE 4 – VMS EULA
[Please attach the EULA Terms]
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Schedule 5
SCHEDULE 5 – CONFIRMATION OF INSURANCES
(Insert name of Downstream Supplier)
GITC Accreditation No. Q
(Insert GITC Accreditation No. of Downstream Supplier)
(Insert address of Downstream Supplier)
(Insert name and address of Insurer)
Re:
Resource Manager Program Deed Poll executed by the Downstream Supplier
It is confirmed that:
12.
The Insured has obtained the following policies (the “Insurance Policies”)
(a)
Broad Form Liability Insurance:
(i) Public Liability Insurance:
Limit of Indemnity: $............million (AUS) (if applicable)
Policy Number: ............................................................................................
Name of Insurer: ..........................................................................................
Named Insured: ............................................................................................
Sum Insured: ................................................................................................
Expiry Date of Policy: .................................................................................
Specify below any exclusions and deductibles to the above Insurance
Policy: ..........................................................................................................
.....................................................................................................................
(b)
Professional Indemnity or Errors and Omissions Insurance: (if applicable)
Policy Number: ..........................................................................................................
Name of Insurer: ........................................................................................................
Named Insured: ..........................................................................................................
Sum Insured: ..............................................................................................................
Expiry Date of Policy: ...............................................................................................
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Schedule 5
Period of Insurance to be maintained after termination or conclusion of the
Deed Poll ………… years
Specify below any exclusions and deductibles to the above Insurance Policy: .........
....................................................................................................................................
Unless otherwise specified above, the Professional Indemnity or Errors and
Omissions Insurance is to be maintained for a period of four (4) years after
the termination or conclusion of the Deed Poll or any Customer Contract(s)
whichever is the later.
Please nominate the applicable provisions in the Professional Indemnity
Insurance policy:
(i) the policy contains at least one (1) automatic reinstatement provision:
YES

NO

(ii) the policy contains an alternative provision:
YES

NO

If “YES”, please provide details: ...............................................................................
....................................................................................................................................
Specify below any exclusions and deductibles to the above Insurance Policy: .........
....................................................................................................................................
(c)
Other Insurances : (if applicable)
Description of Insurance: ...........................................................................................
Policy Number: ..........................................................................................................
Name of Insurer: ........................................................................................................
Named Insured: ..........................................................................................................
Sum Insured: ..............................................................................................................
Expiry Date of Policy: ...............................................................................................
Specify below any exclusions and deductibles to the above Insurance Policy: .........
....................................................................................................................................
(d)
Alternative Form Insurances : (if applicable)
Description of Insurance: ...........................................................................................
Equivalent to the above insurance policy(s): .............................................................
Named Insured: ..........................................................................................................
Sum Insured: ..............................................................................................................
Expiry Date of insurance: ..........................................................................................
Resource Manager Program - Downstream Suppliers Deed Poll
Document No: 3953250
32
Schedule 5
Specify below any exclusions and deductibles to the above Insurance Policy: .........
....................................................................................................................................
13.
Certificate of Currency for the relevant above Insurance Policies must be provided and
attached to this Schedule 5
Resource Manager Program - Downstream Suppliers Deed Poll
Document No: 3953250
33
Schedule 6
SCHEDULE 6 – COMPLIANCE WITH VENDOR NEUTRALITY (GUIDELINES)
Downstream Supplier Action
Forecasting of requirements
 Soliciting information relating to upcoming roles or requirements including
projects
 Acting upon information provided by third parties including ICT Personnel
Active requisitions
 Seeking information about what roles are presently available (these will be
released through the VMS anyway)
ICT Candidate submissions
 Seeking information pertaining to their submitted ICT Candidate/s from
Hiring Manager
 Seeking information from Hiring Manager pertaining to other submitted ICT
Candidates by other Downstream Suppliers
 Seeking information from Hiring Manager pertaining to pay or Bill Rates of
other submitted ICT Candidates
 Requesting information about their ICT Candidate’s suitability compared to
other submitted ICT Candidates
 Influencing or commenting on their submitted ICT Candidate’s suitability for
the role
 Submitting (floating) ICT Candidates for non-approved requisitions
 Requesting information about which ICT Candidates have been appointed
for the requisition
 Encouraging a Customer to interview, shortlist or make an offer to their ICT
Candidate
 Seeking information about Hiring Manager’s interview availability
(organising interview times)
Customer Contract extensions
 Encouraging or influencing Customers to continue their ICT Personnel past
the duration of the Customer Contract
 Encouraging or influencing a Customer to place ICT Personnel in a different
contract role (new requisition)
 Requesting information about other ICT Candidates (not engaged by that
Downstream Supplier) in the work environment
Contractor performance
 Seeking information from Hiring Manager pertaining to performance of
other ICT Personnel that are not engaged through that Downstream Supplier
Downstream Supplier performance
 Seeking information about how they are performing as a Downstream
Supplier for other Hiring Managers
Resource Manager Program - Downstream Suppliers Deed Poll
Document No: 3953250
Breach
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
34
Execution
Executed as a Deed Poll in favour of the State of Queensland (Acting through the Department
of Housing and Public Works) on the date appearing below.
SIGNED SEALED & DELIVERED by
)
…………………………..……………
[Downstream Supplier Name and ACN]
)
(signature)
in accordance with section 127(1) of the
Corporations Act 2001 (Cth)
)
)
)
by ..…………………………………. (name) )
a director and
)
…………………………..……………
(signature)
..…….....……………………………. (name) )
a director/the secretary
in the presence of:
)
)
…….. / …….. / ……..
(date)
…………………………………………….
(signature of witness)
…………………………………………….
(print name of witness)
Resource Manager Program - Downstream Suppliers Deed Poll
Document No: 3953250
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