Common use of Relief from Liability Clause in Contracts

Relief from Liability. Seller’s Failure to Remit. If the Seller does not remit to the Contractor all or part of the Seller Taxes prior to the due date of the returnremittance, the Contractor shall timely file the required return and notify the Executive Director and the Seller of the failure to remit within ten (10) business days after the due date of the remittance to the Streamlined State. This notice shall indicate which return period is impacted by the Seller’s failure to remit. The Contractor is not required to provide the notice in this section to the Executive Director if the Seller remits the Taxes Due to the Contractor after the due date and the Contractor remits those Taxes Due to the Streamlined State within ten (10) business days of the due date of that remittance. To the extent that sales and use taxes were not remitted by a Seller and such notice is provided, the Contractor shall be relieved of the obligation for payment of the applicable taxes for that reporting period due to the Streamlined State, plus any additional charges or amounts that the laws of the Streamlined State impose for the nonpayment of sales and use taxes, and the Contractor shall not have breached the Contract. If the Contractor has timely filed the return without payment and provided the notice required under this section and the Seller subsequently remits the Taxes Due to the Contractor within 60 days of the due date of the remittance, unless a longer period is offered by the State, the Contractor shall still be entitled to the compensation provided in this contract for those Taxes Due provided the Contractor remits those Taxes Due to the Streamlined State within ten (10) business days after receiving the Taxes Due from the Seller. If the Seller does not remit the Taxes Due to the Contractor within 60 days of the due date, unless a longer period is offered by the state, or the Seller remits the Taxes Due directly to the Streamlined State, the Contractor may pursue the lost compensation from the Seller. Nothing in this Contract relieves a Seller from its sales and use tax obligations to a Streamlined State to the extent that the Seller has not remitted such taxes to the Contractor by the due date of the return. Upon notification by a Streamlined State that any Seller has failed to remedy the delinquencies for more than one payment period, the Contractor may discontinue providing services for that Seller. In the event services are discontinued, the Contractor shall discontinue providing CSP Services to the Seller for all Streamlined States in which the Contractor is receiving compensation under this Contract. The Contractor shall notify the Executive Director of the Governing Board that the Contractor has discontinued providing services to such a Seller. The Contractor will not be compensated pursuant to Section D. of this Contract for services the Contractor continues to provide to such a Seller beyond sixty (60) days after such notification. If the Seller does not remit the Taxes Due to the Contractor, the Contractor may pursue the lost compensation from the Seller. The Contractor’s notice to the Executive Director pursuant to this section shall include which return period(s) are impacted by the Seller’s failure to remit.