Authoritative Source
These Master Terms and Conditions govern all engagements with Seton Collaborative. A PDF copy is available below for reference, but the version published on this page is the only authoritative, binding version. Any conflict between a downloaded copy and this page is resolved in favor of this page.
Download PDFMaster Terms and Conditions
Applicable to all Services and Service Level Agreements ("SLA(s)").
Seton provides a comprehensive range of operational, financial, technology, consulting, and ministry support services to parishes, schools, regional collaboratives, and diocesan entities. Services include, but are not limited to:
This list is expressly non-exhaustive.
Any service provided by Seton—whether expressly listed, implied, or newly developed—shall be specifically outlined in an SLA (signed by all parties) and shall be governed by these Terms and Conditions.
Engagement with Seton in any way and for any service constitutes full acceptance of these Terms.
If there is an inconsistency between these Terms and an SLA, then the SLA shall govern.
Seton will deliver services in accordance with professional standards, diocesan policies, and applicable laws. Response times, resolution targets, deliverables, and reporting frequency will be defined in individual SLAs. Delays caused by client inaction or external factors are not breaches of these Terms.
Clients must:
Failure to meet these obligations may result in delays, additional costs, suspension of services, termination of agreements, or recovery actions without liability to Seton.
Seton may immediately suspend or limit services under these conditions:
Suspension does not waive Seton's right to recover fees, costs, damages, or interest associated with the engagement.
Changes to scope or additional service requests must be mutually agreed in writing and may result in separate fees, revised timelines, or amended SLAs.
All services, recurring or one-time, listed or unlisted, are billable unless expressly stated otherwise in writing. Invoices are due upon receipt unless otherwise stated. Late payments incur interest, collection costs, and potential suspension of services.
Seton may recommend, engage, or manage third-party vendors on behalf of clients but Seton is not liable for vendor performance. Vendor's costs are the client's responsibility unless otherwise agreed in writing. Clients must ensure all work from a third-party vendor complies with diocesan and legal standards, including but not limited to Safe Environments, insurance coverage, and contract preparation, review, and execution. Seton may aid client in ensuring that third-party vendors comply with diocesan and legal standards, but are not responsible for said compliance.
Common contract topics with vendors may include the following (though actual provisions are subject to legal review and may be more expansive):
Seton and its clients acknowledge that confidential and proprietary information may be exchanged during the course of service delivery.
Confidential Information means all non-public, proprietary, or sensitive data disclosed in any format. This includes, but is not limited to, parish or school data, financial information, plans, donor data, or internal communications.
Confidential Information does not include information that: (a) was publicly available at the time of disclosure; (b) was lawfully known by the recipient prior to disclosure; (c) was independently developed without reference to disclosed information; or (d) was lawfully obtained from another source without obligation of confidentiality.
Obligations:
Seton retains copies of records it creates (financial reports, files, operational data) for compliance and internal documentation purposes.
These terms remain in effect for the duration of any SLA, project, or service engagement. Agreements renew automatically unless terminated with written notice (minimum 30 days unless otherwise specified). Termination for cause is permitted for material breaches unremedied within 30 days of notice. Seton may immediately terminate services for non-compliance with diocesan mandates or repeated breaches.
IN NO EVENT SHALL SETON BE LIABLE ARISING OUT OF, IN RELATION TO, OR IN CONNECTION WITH ANY SERVICE THAT IT PROVIDES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION OF VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
IN NO EVENT SHALL SETON'S AGGREGATE LIABILITY ARISING OUT OF, IN RELATION TO, OR IN CONNECTION WITH ANY SERVICE THAT IT PROVIDES UNDER, IN RELATION TO, ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID FOR SAID SERVICE(S).
The parties shall defend, hold harmless and indemnify each other and The Bridgeport Roman Catholic Diocesan Corporation from and against any claim or cause of action based upon, related to, in connection with, or arising out of the respective party's breach of this Agreement or the respective party's negligence or wrongful conduct and those of its respective members, officers, employees, volunteers, agents, students, guests, customers, and invitees.
The parties acknowledge that they are covered under the same insurance policy associated with the Bridgeport Roman Catholic Diocesan Corporation ("BRCDC") with established coverage limits in place for all Diocesan entities. Each is responsible for the amount of its own premium.
Disputes will first be addressed through good-faith discussion. If unresolved, matters escalate to diocesan leadership for mediation prior to legal action. Venue and jurisdiction for any legal proceedings shall be within the Diocese of Bridgeport. This Agreement shall be governed by and construed under the laws of the State of Connecticut, without regard to its conflict of law principles.
SLAs specify services, deliverables, fees, and timelines. These Terms apply broadly to all services, including future, custom, or implied services not expressly described in an SLA, unless a written amendment states otherwise.
These Terms, the SLA(s), and any other document incorporated or referenced in these Terms or an SLA, set forth the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersede all terms in any prior letters of intent, agreements, covenants, arrangements, communications, representations, or warranties, whether oral or written, by either party or any officer, employee, or representative of either party relating thereto.
No change to these Terms or any SLA is binding upon the parties unless it is in writing, specifically states that it amends these Terms or an SLA, and is signed by an authorized representative of the parties.
Only Seton may assign, transfer, delegate, or subcontract its rights or obligations under these Terms or an SLA, and Seton may do so without prior consent.