Philanthropy Project Terms
1.1 In these Tender Conditions (unless the context otherwise requires):
(a) Company is the Alpha Alias or Business referred to in the Invitation to Tender;
(b) Company Representative means the person nominated as such in the Invitation to Tender, or such other person that the Company may subsequently nominate in writing to the Tenderer;
(c) Company-Supplied Information means information (whether written, oral, electronic or in any other form) provided or made available by or on behalf of the Company to any Tenderer in relation to the Tender Documents or any of the matters contemplated by those documents;
(d) Contract means the contract to be entered into between the Company and the successful Tenderer as a consequence of this Tender process;
(e) Contract Obligations means the obligations that the Company and the successful Tenderer (if any) is required to carry out under and in respect of the Contract;
(f) Invitation to Tender or Application means the document designated as such which has been issued to the Tenderer manually or electronically in conjunction with the other Tender Documents;
(g) Site means offices or location of Alpha Alias or a member of the Alpha Alias network;
(h) Tender means the Tender or Application that the Tenderer submits to the Company in response to the Invitation to Tender, or response from downloading the application from the application page and which is comprised of the documents specified in the Invitation to Tender;
(i) Tenderer is the Company which has submit a Tender or Application;
(j) Tender Documents means these Tender Conditions, the Invitation to Tender and each of the documents named as Tender Documents in the Invitation to Tender;
(k) Tender Submission Date means the date referred to as such in the Invitation to Tender or Application.
1.2 In these Tender Conditions (unless the context otherwise requires):
(a) a reference to these Tender Conditions means these Tender Conditions as amended or supplemented in accordance with clause 9.1;
(b) a reference to ‘including’, ‘includes’ or ‘include’ must be read as if it is followed by ‘(without limitation)’;
(c) where a word or an expression is defined, any other part of speech or grammatical form of that word or expression has a corresponding meaning;
(d) words in the singular include the plural and vice-versa; and
(e) headings are for convenience only and do not affect interpretation of these Tender Conditions.
2 Contents And Requirements For Submission Of A Tender
2.1 The Tenderer must:
(a) prepare and submit the Tender in accordance with the requirements set out in the Invitation to Tender and the Tender Documents;
(b) complete and include as part of its Tender all the schedules, annexure, appendices, and other information required by the Tender Documents;
(c) submit the Tender by the date and time specified in the Invitation to Tender.
2.2 By submitting a Tender to the Company, the Tenderer agrees to the terms of the Tender Documents (including these Tender Conditions).
3 Confidential Information And Publicity
3.1 The fact that the Company is seeking organizations to supply services, together with the Company-Supplied Information and all information (whether oral, written or in electronic form) contained in the Tender Documents or disclosed to the Company or Tenderer in connection with the Tender process including drawings, specifications and technical and other information supplied to Tenderers is confidential. Except with the prior written approval of the Company or Tenderer Representative, either party shall not disclose such information to any third party, or permit it to be used, copied, reproduced or distributed in whole or part for any purpose other than for the preparation of the Tender. The obligations created by this clause 3.1 do not apply in relation to any particular item of information that is or becomes public knowledge other than by a breach of these Tender Conditions.
3.2 Either party may ask the other to execute a confidentiality agreement at any time during the Tender process. Alpha Alias will include a confidentiality agreement with its contract to the winning Tenderer
3.3 By submitting a Tender, the Tenderer agrees that the Company may, for the purpose of carrying out the Tender evaluation, copy, use and disclose any documentation or information (whether in written, oral or electronic form) provided by the Tenderer.
4 Intellectual Property
4.1 All rights of intellectual property, including copyright in the Tender Documents, drawings, data and technical and other pictorial and written information supplied to the Company by the Tenderer or any person or body for or on behalf of the Tenderer, shall be and at all times remain the property of the Tenderer.
4.3 Without affecting any intellectual property rights which may exist in a Tender, all Tenders submitted in relation to the Invitation to Tender shall be the property of the Tenderer.
5.1 The Tenderer agrees to be bound by applicable privacy and data protection Laws with respect to any act done or practice engaged in by the Tenderer for the purposes of this Tender in the same way and to the same extent as the Company would have been bound in respect of that act or practice had it been directly done or engaged in by the Company.
6 Tenderer To Inform Itself Fully
6.1 The Tenderer must acquaint itself fully with scope of the Tender, all conditions, contingencies and risks contained in the Tender that might affect its Tender or its performance during the execution of the Contract.
6.2 By submitting its Tender, the Tenderer represents and warrants to the Company that it has:
(a) prepared the Tender and would enter into the Contract with the Company based on its own investigations, interpretations, deductions, information and determinations;
(b) examined all information relevant to the risks, contingencies and other circumstances having an effect on the Tender and which is obtainable by the making of reasonable enquiries including (without limitation), the material contained in the Tender Offer, any relevant technical advice made available by the Company and any applicable statutory requirements;
(c) satisfied itself as to the accuracy, correctness and sufficiency of the Tender for the Contract Obligations and that the maximum Tender amount offered covers the cost of complying with all of the obligations under the Contract;
(d) assessed and understood all applicable statutory requirements relevant to the Contract Obligations and that it is able to fully perform the Contract without breaching those statutory requirements.
6.3 The Tenderer acknowledges and agrees that it has been provided with information by the Company only for the Tenderer’s convenience and accordingly:
(a) the Company does not assume any responsibility or duty of care in respect of, give any warranty or make any representations in respect of any such information (including as to its accuracy or adequacy); and
(b) the Tenderer agrees that it shall have no claim against the Company or any employee, agent or contractor of the Company (whether in contract, tort (including negligence), equity, under statute or otherwise) in connection with any such information.
6.4 Discussions with any employees or others
The Tenderer must not communicate with any employee, agent, consultant or supplier of the Company in relation to the Tender or the proposed Contract Obligations without the prior written approval of the Company Representative. If such approval is given by the Company Representative then:
(a) the Tenderer may only engage in any oral discussions with the relevant employee, agent, consultant or supplier in the presence of the Company Representative; and
(b) any written communication (whether by letter, email or otherwise) from the Tenderer must first be sent to the Company Representative before being sent to the relevant employee, agent, consultant or supplier.
7 Amendment Of Tender Documents
7.1 The Company may, at any time or times prior to the end of Tender Submission Date, issue to the Tenderer any amendment, annexure or addendum to the Tender Documents. No amendment, annexure or addendum will form part of the Tender Documents unless it is in writing and expressly states that it shall form part of the Tender Documents.
8 Request For Further Information
8.1 The Tenderer may request further information from the Company in relation to the Tender process or the goods or services that are the subject of the Tender. Any such request must be received by the Company at least seven days before the Tender Submission Date.
8.2 At any time after the submission of Tenders, the Company or the Company Representative shall be entitled to request such further information as the Company or the Company’s Representative may require from the Tenderer or to obtain clarification of any details included in a Tender. The Tenderer shall promptly comply with such requests.
9 Submission Of Tenders
9.1 The Tenderer may seek an extension of the Tender Submission Date only by submitting a written request for extension to the Company Representative. Any such request should set out the reasons for the extension and must be received by the Company Representative at least two business days before the Tender Submission Date. The Company may, in its absolute discretion, grant or refuse any request for the extension of the Tender Submission Date.
9.2 It is the Tenderer’s sole responsibility to ensure that the Company receives the Tender on or before the Tender Submission Date. The Company may, in its absolute discretion, consider or refuse to consider any late Tender response and negotiate or execute a contract with a Tenderer that has submitted a late Tender response.
9.3 Should the Tenderer discover any discrepancy, error or omission in its Tender response, the Tenderer shall immediately notify the Company Representative in writing, of the nature of the discrepancy, error or omission.
10 Withdrawal Of Tender Responses
10.1 The Tenderer may, without prejudice, withdraw its Tender at any time before the Tender Submission Date.
11 Tender Validity
11.1 Tenders shall remain valid for acceptance by the Company for the period specified in the Invitation to Tender. In the event that the Invitation to Tender does not specify a period then the Tenders shall remain valid for acceptance by the Company for a period of ninety (90) days commencing on the Tender Submission Date.
11.2 By submitting its Tender and in consideration of the Company agreeing to evaluate that Tender, the Tenderer agrees not to amend or withdraw its Tender before the expiry of the period contemplated by clause 11.1 except (i) in accordance with clause 10.1, or (ii) with the prior written consent of the Company.
12 Acceptance Of Tender Responses
12.1 A Tender will not be deemed to have been accepted and no contract will arise between the Company and the Tenderer in respect of the Tendered goods and/or services until a formal written Contract is executed by the successful Tenderer and the Company.
12.2 Should a Tender be successful, the Tenderer acknowledges and agrees that the Company may incorporate all or any part of the Tender into the Contract.
12.3 The Company may use its absolute discretion in prioritising the Tender responses and in selecting the successful Tenderer.
13 Alternative Goods Or Services Offered By Company
13.1 If the Tenderer submits a Tender that complies with all the requirements then it may also submit a second Tender (Request) which:
(a) does not comply with the requirements of the Tender Documents;
(b) clearly identifies the items in the Tender that depart from the requirements of the Tender Documents; and
(c) is clearly marked “Additional Request” on the lead page.
13.2 Where the Tenderer has satisfied the requirements of clause 13.1 then the Company may elect to consider a non-conforming Tender that has been submitted under that clause. However the Company may in its absolute discretion elect not to consider or not to accept any non-conforming Tender.
14 Unsuccessful Tenderers
14.1 At the completion of the Tender process, the unsuccessful Tenderers will be advised in writing that their Tender has been unsuccessful. The Company is not obliged to disclose reasons for the acceptance or non-acceptance of any Tender and no further correspondence in connection with the Tender Documents or the Tenders will be entered into.
15 Limitation Of Liability
15.1 The Company makes no representation or warranty whatsoever (whether express or implied, written or oral) to the Tenderer and makes no undertakings to the Tenderer, other than to invite the Tenderer to submit a Tender in the manner contemplated by the Invitation to Tender.
15.2 The Tender Documents constitute an invitation to potential suppliers to make an offer to the Company for the provision of goods and/or services to the Company. The Tender Documents should not be construed or relied upon as an offer capable of acceptance.
15.3 The Tenderer participates in the Tender process contemplated by the Tender Documents at its own risk and expense. The Tenderer is not entitled to be reimbursed or compensated for any expense or loss incurred in connection with preparing or submitting the Tender or otherwise in connection with the Tender Documents.
15.4 To the maximum extent permitted by law, the Company, its affiliates, directors, employees, officers and agents shall have no liability or responsibility whatsoever to the Tenderer (whether based in contract, promissory estoppel, restitution, quantum meruit, quasi- contract, tort, statute or otherwise) in connection with or in relation to the Tender Documents, or the Tenderer’s participation in the Tender process. Without limiting the foregoing, Company will not be liable or responsible to the Tenderer in circumstances where:
(a) the Company elects not to acquire (in whole or in Part) the goods and/or services that are the subject of the Tender Documents;
(b) the Company conducts negotiations with any third party in parallel with any negotiations that it conducts with the Tenderer;
(c) the Company terminates the Tender process or any negotiations with the Tenderer;
(d) the Tenderer is not selected to participate with regard to the subject of the Tender Documents;
(e) the Company selects a non-conforming Tender as the successful Tender;
(f) the Company waives any non-compliance with the Tender Documents in respect of any Tender submitted as part of the Tender process;
(g) any information or data forming part of the Tender is lost, corrupted or not received; or
(h) the Company exercises any of its rights or discretions under or in connection with the Tender Documents.
16 Company’s Discretion
16.1 The Company may in its absolute discretion (but shall be under no obligation to):
(a) cancel the Tender process at any time (either in whole or in part and whether before or after the Tender Submission Date);
(b) provide to all Tenderers any further information or addenda that has been provided to a particular Tenderer;
(c) change the Tender Submission Date;
(d) refuse to consider any Tender which:
(i) is lodged by any means other than in accordance with the Tender Documents;
(ii) is lodged after the Tender Submission Date; or
(iii) has been lodged by a Tenderer who has not complied with the requirements of the Tender Documents;
(e) in its evaluation and assessment of Tenders:
(i) apply such criteria as the Company sees fit and give such weighting to that selection criteria as may be determined by the Company (in its absolute discretion);
(ii) if the Company considers any Tender to be ambiguous, erroneous or incomplete, then to:
(A) refuse to consider the relevant Tender;
(B) request further information from the relevant Tenderer; or
(C) request the relevant tenderer to amend its Tender, as the Company sees fit;
(f) decide to:
(i) accept a Tenderer’s Tender for;
(ii) not proceed with;
(iii) carry out itself;
(g) select a non-conforming Tender as the successful Tender;
(h) at any time:
(i) retender the Contract Obligations after the Tender Submission Date with all or any of the Tenderers who have submitted a Tender, or any other person (whether or not they initially submitted Tenders); or
(ii) invite any other person to participate as a Tenderer in the Tender process;
(i) at any time pre-qualify, shortlist or enter into direct negotiations with any one or more persons (whether or not any such person submitted a Tender);
(j) divide the Tendered goods and/or services into two or more bundles and award contracts for those bundles to different tenderers; or
(k) require changes to the Contract Obligations, any technical specifications or otherwise engage any Tenderer in connection with the Contract Obligations.