General: GSE shall not be liable for any delay, failure, or inability to perform its obligations under Client agreement, or for any damages, losses, or costs incurred by Client, to the extent of such delay or failure results from causes beyond GSE’s reasonable control. Such causes include, but are not limited to, acts of God, natural disasters, pandemics, cyber incidents, war, terrorism, or actions, inactions, or policy changes by any Federal, state, or local government or regulatory authority.
Without limiting the foregoing, Client expressly acknowledges that the temporary or permanent suspension, shutdown, deactivation, modification, or discontinuation of any government contracting or certification program – including but not limited to the U.S. General Services Administration (GSA) programs, System for Award Management (SAM) registrations, Small Business Administration (SBA) certifications, or any Federal or state vendor registration or procurement platform – shall constitute a Force Majeure Event as it relates to GSE’s performance.
Specific Service Events
GSA Schedule Modifications: The GSA may, at its sole discretion and without prior notice, modify, restructure, or eliminate Special Item Numbers (SINs) through Schedule Refreshes or other administrative updates. Such changes are outside the control of GSE and may affect the ability to compete, submit, or maintain a GSA Schedule application/contract under the originally contemplated SIN(s). In the event that a SIN is relevant to the client’s application is eliminated, significantly revised, or rendered inapplicable due to GSA Schedule Refresh or policy change, GSE shall not be help liable for any delay, failure to submit, or inability to proceed with the application as originally scoped. GSE will use reasonable efforts to:
- Notify the client of the relevant change(s) as soon as practicable;
- Proposed alternative strategies or applicable SIN(s), if available; or
- Amend this agreement to provide open bid market services for government contracting opportunities
GSE shall not be responsible for any direct or indirect damages, losses, or claims arising from the GSA’s modification or removal of SINs, nor shall such changes constitute a breach of this agreement. For purposes of this agreement, the elimination or modification of applicable SINs by GSA shall be deemed a Force Majeure Event. If such an event renders performance impracticable or impossible, GSE shall be excused from performance without penalty and GSE or client may select alternative services designed to achieve similar objectives.
Certifications: Changes to certification programs – such as alterations in eligibility criteria, suspension or termination of a certification program, or regulatory interpretations by the certifying agency – that render Client temporarily or permanently ineligible to apply for, obtain, or maintain a certification shall constitute a Force Majeure Event. In such cases, GSE shall not be deemed in default or liable for nonperformance or delay arising from Client’s loss of eligibility, suspension of the applicable certification program, or the certifying agency’s refusal to process or approve Client’s application. GSE shall use reasonable efforts to assist Client in identifying alternative certification paths or select alternative services designed to achieve similar objectives.