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Provision of services and goods

The general conditions for the provision of services and goods in the department are:

1. Provision of Services and Goods

The Supplier must provide the Services and supply the Goods to the department in accordance with the Specification and otherwise in accordance with the Agreement.

2. Price for the Services and Goods

(a) The Rates or Fees applicable to the Services are set out in the Purchase Order and are fixed. Expenses may only be charged in accordance with the Purchase Order.

(b) The Unit Price is fixed and includes all packaging, transport, insurance, loading, unloading and storage costs and any other costs incurred by the Supplier.

3. Supplier's obligations with respect to Services

The Supplier must:

(a) complete the Services by the Completion Date and any other dates for delivery specified in the Purchase Order

(b) provide the Services in a proper, timely and efficient manner using that standard of care, skill, diligence, prudence and foresight that would reasonably be expected from a prudent, expert and experienced provider of Services that are similar to the Services

(c) ensure the highest quality of work and the delivery of the Services with the utmost efficiency

(d) act in good faith and in the best interests of the department

(e) provide any and all equipment necessary for the performance of the Services.

4. Cancellation

The Department may cancel the Services at any time by giving written notice to the Supplier who must, on receipt, immediately cease all work and take appropriate action to mitigate any loss or prevent further costs being incurred with respect to the Services. The department must pay all reasonable amounts due in accordance with clause 4 for all work performed by the Supplier up until cancellation (but not any loss of prospective profits).

5. Delivery of Goods

The Supplier must deliver the Goods to the Delivery Point by the Time for Delivery. Delivery will not be taken to have occurred until delivery is acknowledged in writing by the department or deemed to have occurred.

6. Acceptance or rejection of Goods

(a) If the Goods conform with the Specification or sample, the department will promptly accept the Goods in writing. If the Goods do not conform, the department may reject the Goods within 30 days by written notice giving reasons. If the department does not accept or reject the Goods within 30 days of delivery, delivery will be deemed to have then occurred.

(b) The Supplier must at its cost collect and remove any Goods that have been rejected as soon as practicable or the department may return the Goods to the Supplier at the Supplier’s expense.

7. Title and risk

Title in the Goods will pass to the department upon payment for the Goods. Risk in the Goods will pass to the department when the Goods are delivered to the Delivery Point.

8. Invoicing and payment

(a) The Supplier must submit to the department a tax invoice in respect of the Services once they are completed and for the purchase price following the supply of the Goods, or at such other time or times as agreed by the parties.

(b) A tax invoice submitted for payment must contain the information necessary to be a tax invoice for the purposes of the GST Act together with such other information as the department may reasonably require and be sent to the invoice management team as specified in a Purchase Order or other formal notice from the department.

(c) Invoices must be sent to the Department’s Invoice Management Team at ap.invoices@invoice.justice.vic.gov.au or via mail to:
Invoice Management Team
Department of Justice and Regulation
GPO Box 1790
MELBOURNE  VIC  3001

(d) The department will pay the invoiced amount within 30 days of receipt of an accurate invoice. However, if the department disputes the invoiced amount it must pay the undisputed amount (if any) and notify the Supplier of the amount the department believes is due for payment. The parties will endeavour to resolve any such dispute.

(e) Payment of an invoice is not to be taken as evidence that the Services and Goods have been supplied in accordance with the Agreement but must be taken only as payment on account.

(f) The department will, on demand by the Supplier, pay simple interest on a daily basis on any Overdue Amount for the days post Due Date, at the rate for the time being fixed under the Penalty Interest Rates Act 1983 (Vic). 

9. Failure to perform Services

(a) Without limiting any other available remedy, if the Supplier fails to provide any of the Services in accordance with the Agreement, the department will not be required to pay for those Services (until they are provided correctly) and may require the Supplier to remedy any default or re-perform the Services within the time specified in a notice (which must be reasonable having regard to the nature of the Services).

(b) If the default referred to in clause 9(a) is not capable of being remedied or the Services are not capable of being re-performed, or the Supplier fails within the time specified to remedy the default or re-perform the Services, the department may either have the Services remedied or re-performed by a third party or do so itself.  In either case, the Supplier must pay the reasonable costs incurred by the department in doing so.

10. Warranties

The Supplier warrants to the department that:

10.1 General

(a) (Purpose) where the department has, either expressly or by implication, made known to the Supplier any particular purpose for which the Services are required, the Services will be performed in such a way as to achieve that result

(b) (Conflict) it and its employees, agents and contractors do not hold any office or possess any property, are not engaged in any business or activity and do not have any obligations whereby duties or interests are or might be created in conflict with or might appear to be created in conflict with its obligations under the Agreement

(c) (IP) it is entitled to use and deal with any Intellectual Property Rights which may be used by it in connection with the Services or Goods.

10.2 Goods

(a) (Title) it has the right to sell and transfer title to and property in the Goods to the department

(b) (Goods) the Goods:

(i) are new and fit for the purpose stated in the Specification (or, if no purpose is stated, the purpose for which the Goods would ordinarily be used)

(ii) conform in all respects with the Specification

(iii) are free from defects (including defects in installation)

(iv) are of merchantable quality and comply with all Laws.

(c) (Manufactory Warranties) Further, the Supplier must obtain, where provided for in the Specification, for the Department the benefit of any manufacturer’s warranties for the Goods.

11. Liability

The Supplier must indemnify the department and each of its employees and  agents against any loss, damage, claim, action or expense (including legal expense) which any of them suffers as a direct result of any failure to provide the Services and supply the Goods in accordance with these Conditions or any other breach of the Agreement.

12. Intellectual Property Rights

(a) The ownership of any Contract Intellectual Property shall vest in the Supplier upon the time of its creation. The Supplier hereby irrevocably and unconditionally grants to the department, free of additional charge, a non‑exclusive, worldwide, perpetual, transferable licence (including the right to sublicense) to use, reproduce, adapt, modify, publish, distribute and communicate any Contract Intellectual Property for any purpose except commercial exploitation.

(b) The Supplier grants to the department a non-exclusive, perpetual, royalty-free transferable licence to use any Intellectual Property Rights in relation to any Goods supplied to the extent necessary to allow the department the full use and enjoyment of those Goods and the Supplier must, upon request by the department, do all things as may be necessary (including executing any documents) to give full effect to such rights.

(c) All Pre-Existing Intellectual Property used and identified by the Parties in connection with the provision of Services or the creation of Contract Intellectual Property remains the property of the Parties or its licensors. The Supplier hereby irrevocably and unconditionally grants to the department, free of additional charge, a non-exclusive, worldwide licence to use any Pre‑Existing Intellectual Property to the extent that it forms part of or is integral to any works or other items created by the Supplier in connection with the provision of Services or the creation of Contract Intellectual Property. The licence granted to the department is limited to use of the relevant Pre-Existing Intellectual Property by the Department for the purposes of the department and for no other purpose.

(d) The ownership of Data, including any Intellectual Property Rights, shall vest in the department upon the time of its creation.

(e) The Supplier warrants that it has or will procure a written consent from all necessary authors to the department exercising its rights in the Data or Contract Intellectual Property in a manner that, but for the consent, would otherwise infringe the moral rights of those individuals.

13. Insurance

(a) The Supplier must obtain and maintain insurance coverage at all relevant times sufficient to cover any loss or costs that may be incurred and for which the Supplier is liable in connection with the provision of Services and the supply of Goods.

(b) The insurance coverage must include:

(i) professional indemnity insurance

(ii) product liability insurance to the value of the Purchase Order.

(c) The Supplier must obtain, if applicable, public liability insurance.

(d) Product liability insurance must match any warranty period or three years after acceptance of the Goods, whichever is the greater.

(e) On request, the Supplier must provide the department with evidence of the currency of any insurance it is required to obtain.

14. Confidentiality, privacy and data protection

(a) The Supplier and its employees, agents, directors, partners, shareholders and consultants must not disclose or otherwise make available any Confidential Information to any other person.

(b) The Supplier hereby consents to the department publishing or otherwise making available information in relation to the Supplier (and the provision of the Services and supply of Goods) as may be required:

(i) to comply with the Contracts Publishing System

(ii) by the Auditor-General

or

(iii) to comply with the Freedom of Information Act 1982 (Vic). 

(c) The Supplier acknowledges that it will be bound by the Information Privacy Principles and any applicable Code of Practice with respect to any act done in connection with the provision of the Services and the supply of Goods in the same way as the department would have been bound had the relevant act been done by the Department.

(d) The supplier acknowledges that it will be bound by the Protective Data Security Standards and will not do any act or engage in any practice that contravenes a Protective Data Security Standard in request of any data collected, held, used, managed, disclosed or transferred by the supplier, on behalf of the department, under or in connection with the Agreement. 

15. Access

When entering the premises of the department, the Supplier must and must ensure that its employees, agents and sub-contractors use reasonable endeavours to protect people and property, prevent nuisance and act and in a safe and lawful manner and comply with the safety standards and policies of the department (as notified to the Supplier).

16. Sub-contracting

(a) The Supplier must not sub-contract to any third person any of its obligations in relation to the Services and supply of Goods without the prior written consent of the department (which may be given or withheld in its absolute discretion).

(b) The Supplier will not, as a result of any sub-contracting arrangement, be relieved from the performance of any obligation under the Agreement and will be liable for all acts and omissions of a sub-contractor as though they were the actions of the Supplier itself.

17. Compliance with Law and Policy

(a) The Supplier must, in performing its obligations under this Agreement, comply with the Laws affecting or applicable to the provision of Services and supply of Goods by the Supplier under this Agreement and the Victorian Industry Participation Policy, if applicable.

(b) Without limiting clause 17(a), where, in the course of providing the Services and supply of Goods, the Supplier, or its employees or sub-contractors:

(i) supervise Public Sector Employees

(ii) undertake work that is of a similar nature to the work undertaken by Public Sector Employees at a premises or location generally regarded as a public sector workplace

or

(iii) use or have access to public sector resources or information that are not normally accessible or available to the public.

(iv) The Supplier must (and ensure that its employees or sub-contractors) comply with the Code of Conduct.

(c) Without limiting (17)(a) or (b), the Supplier will comply with any Supplier Code of Conduct.

18. GST

(a) Terms used in this clause have the same meanings given to them in the GST Act.

(b) Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with the Purchase Order or these Conditions are exclusive of GST.

(c) If GST is imposed on any supply made under or in accordance with these Conditions, the department must pay to the Supplier an amount equal to the GST payable on or for the taxable supply subject to the recipient receiving a valid tax invoice in respect of the supply at or before the time of payment. Payment of the GST amount will be made at the same time as payment for the taxable supply is required to be made.

19. General

(a) The Agreement is governed by and is to be construed in accordance with the laws applicable in Victoria. Each party irrevocably and unconditionally submits to the non‑exclusive jurisdiction of the courts of Victoria and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.

(b) Time is of the essence in relation to the provision of the Services and supply of Goods.

(c) The Supplier acknowledges that it has read and aspires to comply with the Victorian State Government's Supplier Code of Conduct.

20. Interpretation

In these Conditions, unless the context otherwise requires:

Agreement means the agreement for the provision of the Services and supply of Goods of which these Conditions and the Purchase Order form part.

Code of Conduct means the Code of Conduct for Victorian Public Sector Employees (No.1) 2007 issued by the Public Sector Standards Commissioner pursuant to s63 of the Public Administration Act 2004 (Vic), as amended from time to time.

Code of Practice means a code of practice as defined in, and approved under, the Information Privacy Act 2000 (Vic).

Conditions means these General Conditions for the Provision of Services and Goods.

Contract Intellectual Property means any and all Intellectual Property Rights incorporated or comprised in any materials created by or on behalf of the Supplier in the course of providing the Services, except any Intellectual Property Rights in Data.

Completion Date means the date set out in the Purchase Order by which provision of the Services must be effected by the Supplier.

Confidential Information means any technical, scientific, commercial, financial or other information of, about or in anyway related to, the Department, including any information designated by the Department as confidential, which is disclosed, made available, communicated or delivered to the Supplier, but excludes information:

(a) which is in or which subsequently enters the public domain other than as a result of a breach of these Conditions

(b) which the Supplier can demonstrate was in its possession prior to the date of the Agreement

(c) which the Supplier can demonstrate was independently developed by the Supplier; or

or

(d) which is lawfully obtained by the Supplier from another person entitled to disclose such information.

Contracts Publishing System means the policy of the Victorian Government requiring publication of details of contracts entered into by Victorian Government departments, as amended from time to time.

Data means any information, data, datasets or databases created by or on behalf of the Supplier in the course of providing the Services.

Delivery Point means the location or address to which the Goods are to be delivered, as specified in the Purchase Order.

Department means the Department of Justice & Regulation. Any reference to the department will be read as a reference to the State.

Due Date means the date for which an invoice amount is due for payment.

Fees means a fixed fee payable to the Supplier for the provision of the Services.

Goods means the Goods (or any of them) specified in the Purchase Order.

GST Act means the A New Tax System (Goods and Services  Tax) Act 1999 (Cth).

Information Privacy Principles means the information privacy principles set out in the Privacy and Data Protection Act 2014.

Intellectual Property Rights includes all present and future copyright and neighbouring rights, all proprietary rights in relation to inventions (including patents), registered and unregistered trademarks, confidential information (including trade secrets and know how), registered designs, circuit layouts, and all other proprietary rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields.

Laws means:

(a) the law in the force in Australia and Victoria, including common law, legislation and subordinate legislation

(b) ordinances regulations, orders and by laws of relevant government, semi government or local authorities.

Overdue Amount means an amount (or part thereof) that:

(a) is not, or is no longer, disputed

(b) is due and owing under a tax invoice properly rendered by the Supplier in accordance with these Conditions

(c) which has been outstanding for more than 30 days from the date of receipt of the invoice (or the date that the amount ceased to be disputed, as the case may be).

Pre‑Existing Intellectual Property means any and all Intellectual Property Rights in any works, items or systems which are the property of either party and which existed in substantially the same form and with substantially the same contents prior to the commencement of the provision of the Services.

Protective Data Security Standard means any standard issued under Part 4 of the Privacy and Data Protection Act 2014 (Vic). 

Public Sector Employee has the same meaning as in the Public Administration Act 2004 (Vic).

Purchase Order means any form of order or acknowledgment from the department for the provision of the Services and supply of Goods which incorporates these Conditions.

Rates means the rates (whether charged on an hourly, daily, weekly or other time-related basis) payable to the Supplier for the provision of the Services.

Services means the Services (or any of them) specified in the Purchase Order.

Specification means the specifications to which the Goods and Services must comply, as set out in the Purchase Order or as otherwise incorporated in the Agreement.

Supplier Code of Conduct means any code in relation to the practices of the Supplier issued by the Department from time to time.

Time for Delivery means the date and, where relevant, the time specified in the Purchase Order (or such other date or time as may be agreed in writing) by or on which delivery of the Goods must be effected by the Supplier.

Unit Price means the price per item of each of the Goods, as specified in the Purchase Order.

 

Aboriginal & Torres Strait Islander flags

The department acknowledges Aboriginal and Torres Strait Islander people as the Traditional Custodians of the land and acknowledges and pays respect to their Elders, past and present.