Authoritative source. This webpage is the published version of these Terms. These Master Terms and Conditions govern all engagements with Seton Collaborative. A PDF copy is available for reference; the version published on this page is the authoritative one. Each SLA incorporates the specific numbered version of these Terms in effect on its effective date. That version continues to govern until the agreement renews or the project completes, as set out in Section 21.7. Publishing a new version on this page does not by itself change the terms of an engagement already in effect.
Download PDFMaster Terms and Conditions
Applicable to all Services and Service Level Agreements ("SLA(s)").
How to read these Terms. Part I, sections 1 to 21, applies to every engagement with Seton, whatever the service. Part II, section 22, applies to bookkeeping, accounting, payroll, and controllership engagements. Part III, section 23, applies to projects and to any deliverable Seton creates, including software and websites. Where a service section conflicts with a general section, the service section prevails as to that work. An engagement spanning more than one line is governed by Part I plus each applicable service Part, each as to its own portion of the work. Sections 1 to 18 carry the numbering of the published version 1.3.
Part I
Applies to every engagement with Seton, whatever the service.
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 suspend or limit services under these conditions:
Except in cases of security incident, or where continued performance would violate applicable law or diocesan policy, Seton will give at least fifteen (15) days written notice and an opportunity to cure before suspending, and will notify the Diocese where the client is a diocesan entity.
Essential services. Seton will not suspend payroll processing, payroll tax deposits and filings, other statutorily required filings, or backup of systems it administers, solely for non-payment or a dispute over scope. Those services continue and remain billable while the matter is escalated under Section 14.
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.
Recurring fees are reviewed annually. Seton will give written notice of any change to a recurring fee for the coming fiscal year no later than March 31, effective the following July 1. A client that does not accept a proposed increase may give notice of non-renewal under Section 10 within thirty (30) days of that notice.
Penalties, interest, late fees, and rework arising from a client's late, incomplete, or inaccurate provision of information, approvals, or funds are the client's responsibility, and the rework is billable. Those arising from Seton's error are borne by Seton, which will correct the work at no charge, subject to Section 11.
Recurring fees are invoiced monthly in advance unless an SLA states otherwise. Add-On Services are billed at the rates in the applicable rate card, in quarter-hour increments where hourly, on the invoice for the month in which the work is performed. Out-of-pocket expenses incurred at the client's request, including subscriptions purchased on the client's behalf and client-requested travel beyond any included allowance, are billed at cost.
Onboarding, conversion, historical cleanup, and remediation of conditions existing before the effective date of an SLA are not included in a recurring fee and are quoted separately, as set out in Section 22.11.
For any technology project that includes hardware, software, and/or professional services (whether performed by Seton or by approved subcontractors), payment is structured as follows:
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, offertory and contribution records, donor identities and giving history, personnel and payroll records, compensation, credentials and security configurations, 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:
Every Seton employee or contractor assigned to a client executes an individual confidentiality acknowledgment as a condition of assignment. Seton personnel do not discuss one client's information with another client. Copies are available to the client on request.
Seton will not store or process client data outside the United States, and will not permit any vendor, including any artificial intelligence vendor, to use client data to train models. Seton's engagement of subcontractors is governed by Section 19.6.
Records ownership. The client owns its books, records, and data, including its accounting file, mailboxes, documents, and stored content, regardless of which platform hosts it or which party holds the subscription. Nothing in these Terms transfers ownership of client data to Seton. The client may access its own records at any time. On notice of a litigation or audit hold, Seton will preserve affected records within its control and suspend routine deletion. Ownership of software and other deliverables Seton creates is governed by Section 23.
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.
SLAs for recurring services run on a fiscal year from July 1 through June 30 and renew automatically for successive one-year terms. An SLA with a different effective date runs from that date through the following June 30. Either party may decline to renew by written notice given no later than March 31, effective the following June 30.
Either party may terminate an SLA mid-term for convenience on at least one hundred twenty (120) days written notice, effective at a month end. A client may terminate a project for convenience on thirty (30) days written notice, paying for work performed and materials ordered through the effective date together with non-cancellable commitments.
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.
Where a new Pastor or Parochial Administrator is appointed, the client may terminate on ninety (90) days written notice given within one hundred eighty (180) days of the appointment, consistent with canon law. The Diocese may direct that an engagement be terminated, suspended, or transferred, effective on the date it specifies.
Termination does not relieve either party of obligations accrued before the effective date. Sections 6, 9, 11, 12, 13, 14, 16, 19, 20, 21, and 22 survive termination, together with the licenses granted under Section 23.
Transition out. Within thirty (30) days of the effective date of termination, or of final payment of undisputed invoices, whichever is later, Seton will deliver client data in the native format of the platform of record together with a standard export, transfer administrative rights on client-owned subscriptions, deliver a written summary of open items and matters requiring a successor's attention, surrender administrative credentials and domain control, and confirm removal of Seton access. Transition work beyond these items is billable. Seton will not withhold client data.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CLAIMS, LIABILITIES, EXPENSES, OR LAWSUITS 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; OR (D) 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.
EXCEPT AS PROVIDED BELOW, EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED: FOR RECURRING SERVICES, THE FEES PAID UNDER THE APPLICABLE SLA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND FOR PROJECT WORK, THE FEES PAID FOR THAT PROJECT.
These limitations do not apply to (a) either party's indemnification obligations under Sections 12 and 23.12; (b) breach of Section 9 arising from willful misconduct; (c) fraud, theft, or intentional misappropriation by a party's personnel; (d) a party's gross negligence or willful misconduct; or (e) the client's obligation to pay fees for services performed.
No action arising out of these Terms or an SLA may be brought more than one (1) year after the claiming party knew or reasonably should have known of the facts giving rise to the claim, except for claims for non-payment.
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 the state or federal courts serving Fairfield County, Connecticut. This Agreement shall be governed by and construed under the laws of the State of Connecticut, without regard to its conflict of law principles.
Escalation proceeds in sequence: the client's operational contact and Seton's assigned lead; then the client's Responsible Officer and Seton's Executive Director; then the diocesan Chief Financial Officer or Secretary for Temporalities, who will convene the parties and issue a written recommendation; then, where the client is a diocesan entity, the Bishop or his delegate, whose determination the parties accept as final on all matters within diocesan competence.
Where Seton and the client are each entities under the ultimate control of the Bishop of Bridgeport, whether as sole member, sole corporate member, corporation sole, or otherwise, the parties acknowledge that a determination under this Section binds both as a matter of corporate governance as well as canonical obedience, and neither will assert that the determination is merely advisory.
Where these Terms reserve a right, an approval, or a determination to the Diocese, the Diocese may act through the Bishop or any delegate he designates, including the Office of General Counsel, the Chief Financial Officer, or the Secretary for Temporalities. Authority so exercised derives from the Bishop as sole member and is exercised on his behalf, and Seton and the client each accept a determination so made.
The Office of General Counsel of the Diocese advises the Diocese. It does not represent the client or Seton as adverse parties in a dispute between them and does not act as arbitrator. Each party may retain its own counsel at its own expense at any stage. Nothing in this Section limits any right of canonical recourse. Both parties continue performing, and the client continues paying undisputed amounts, while a dispute is pending.
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.
19.1 No employment relationship. Seton personnel are employees or contractors of Seton and not of the client. Nothing creates a joint employer, co-employer, leased employee, or professional employer organization relationship. Seton retains sole authority over the hiring, supervision, evaluation, compensation, discipline, and termination of its personnel.
19.2 Delivery model. Seton delivers outcomes, not staffing. Work is divided by function across Seton's team rather than concentrated in one individual. Seton designates a named primary contact and a named backup contact for each client and may reassign, substitute, or replace any assigned personnel at any time and for any reason, without the client's consent and without change to the fee or to Seton's obligations. Seton will notify the client of a change in the primary contact. The client does not acquire the right to a particular individual or to on-site presence except as an SLA expressly provides.
19.3 Direction of work. Client requests are directed to the primary contact. The client does not direct, supervise, evaluate, or discipline Seton personnel and does not assign them work outside the SLA. The client may request removal of a Seton team member for cause, stating the reason in writing.
19.4 Non-solicitation. During the term and for twelve (12) months after termination, the client will not solicit for employment or engagement, or hire, any Seton employee or contractor who performed services for the client, without Seton's prior written consent. General advertising not targeted at Seton personnel, and a response to it, are not a breach. Breach obliges the client to pay Seton a placement fee equal to 50% of that individual's annualized base compensation, as liquidated damages and not as a penalty, the parties agreeing that actual damages would be difficult to determine.
19.5 Safe Environment. Seton personnel working on client premises comply with the Safe Environment policies of the Diocese, including background screening and VIRTUS training, at Seton's cost.
19.6 Subcontracting. Consistent with Section 18, Seton may engage subcontractors to perform any part of the services, at its sole discretion, without the client's consent and whether or not their use is disclosed. Seton remains fully responsible for subcontracted work and warrants it on the same terms as work performed by its own personnel; the client's remedies are against Seton and are unaffected by the use of a subcontractor.
Every subcontractor is bound in writing to obligations at least as protective as Section 9, executes the individual confidentiality acknowledgment required by that Section, and complies with the Safe Environment policies of the Diocese including background screening and VIRTUS training, in each case at Seton's cost. Subcontractors may not store or process client data outside the United States, may not further subcontract, and may not use client data for any purpose other than performing the services. References in these Terms to Seton personnel include subcontractor personnel.
On written request Seton will confirm whether subcontractors are engaged on that client's work and that the requirements of this Section are met. Seton is not obliged to identify them. The subcontracting restriction described in Section 8 applies to vendors engaged for or by the client and does not apply to Seton's own subcontractors.
20.1 Platform dependency. Seton's fees are calculated on the assumption that the client uses, and continues to use, the platforms designated by Seton and the Diocese for the relevant function, including as those platforms change. Efficiency, accuracy, internal control, security posture, and price all rest on that assumption. The client will adopt and use the designated platforms, route in-scope transactions through them rather than through parallel manual processes, and maintain current, supported versions and required security configurations.
20.2 Successor platforms. Seton will give at least sixty (60) days written notice before requiring a new or successor platform for an in-scope function, together with the expected effect on fees and on the client's own subscription costs.
20.3 Investment and efficiency. Seton bears the cost and risk of platform transitions it initiates, including selection, configuration, data migration, and retraining of its own team. Efficiency gained through that investment is retained by Seton and is directed at absorbing rising labor and operating costs, so that fees rise more slowly over time than they otherwise would, and at holding scope for clients whose capacity to pay is limited. This states how Seton approaches pricing and is not a commitment. No fee reduction is promised, no particular fee outcome is guaranteed, and a platform change does not of itself entitle a client to a lower fee. The client's protection is the annual fee review under Section 6.
20.4 Non-adoption. If the client declines or fails to adopt a required platform, or maintains a parallel manual process the platform replaces, Seton may treat the resulting effort as an Add-On Service billable at its rates, propose a fee adjustment reflecting the actual cost to serve, or suspend the affected service under Section 4.
20.5 Automation and artificial intelligence. Seton may use automation, workflow, and artificial intelligence tools in the delivery of services. Where it does, Seton uses enterprise or business-tier accounts whose terms prohibit the vendor from using client data to train the vendor's models, applies the confidentiality obligations of Section 9, and does not delegate professional judgment to an automated tool. A Seton team member reviews work product before delivery. Section 23.11 governs the use of such tools in producing deliverables.
21.1 Canon law. These Terms and every SLA are subject to applicable canon law. If any provision would violate canon law, canon law prevails and the affected provision is void to that extent, with the remainder unaffected. Nothing diminishes the canonical authority and responsibility of the Pastor for the administration of a parish, or of the Bishop and the Diocese over diocesan entities. Seton acts in support of that authority and does not exercise it.
21.2 Notices. Notices must be in writing and are effective on delivery when sent to the addresses stated in the SLA by hand, nationally recognized overnight courier, certified mail, or email to the designated notice address with confirmation of receipt. Routine operational communication may be by email. Notices of termination, non-renewal, suspension, breach, security incident, and indemnification claims must follow the formal method.
21.3 Warranty disclaimer. Except as expressly stated in these Terms or an SLA, Seton makes no warranties of any kind, express, implied, statutory, or otherwise, and specifically disclaims all implied warranties of merchantability and fitness for a particular purpose. Seton does not warrant that services or deliverables will be uninterrupted or error free, that all defects will be corrected, or that any third-party product will perform without defect. Seton's obligation as to infringement is set out in Section 23.12, and applies whether or not a deliverable is Seton-managed. Deliverables that are not Seton-managed are provided as is under Section 23.10. Anything identified as beta, pilot, or evaluation is provided as is.
21.4 Related-party dealings and supply. Seton and its clients are affiliated entities under common control. Seton may recommend or require a technology standard, platform, or vendor and may also be the party paid to supply, implement, or support it. The parties acknowledge that relationship.
Seton does not select, recommend, or require a product, platform, or vendor on the basis of any incentive offered to Seton.
Where Seton supplies hardware, software, subscriptions, or third-party services, it does so as principal and for its own account, purchasing on its own credit and risk and supplying to the client at a quoted price. Those are fixed prices and not a pass-through of Seton's cost. Seton is not the client's agent or fiduciary in respect of them, owes no duty to account for the terms on which it purchases, and nothing in Section 8 or elsewhere in these Terms creates such a duty. A client that prefers to purchase directly from a vendor may do so, except where the Diocese has required a standard, in which case that requirement rests with the Diocese and not with Seton.
A client that objects to a required standard may escalate to the diocesan Chief Financial Officer under Section 14.
21.5 Force majeure. Neither party is liable for a failure or delay caused by an event beyond its reasonable control, including natural disaster, fire, epidemic, act of terrorism, civil disturbance, utility or telecommunications failure, cyberattack not resulting from the affected party's failure to maintain reasonable safeguards, third-party platform failure, or governmental action. This does not excuse an obligation to pay.
21.6 Severability, waiver, counterparts. If a provision is held unenforceable, the remainder continues and the provision is reformed to the minimum extent necessary. A waiver is effective only in writing and only for the instance given. An SLA may be executed in counterparts and by electronic signature.
21.7 Versioning. Seton may publish revised Terms at any time. A revision takes effect for an existing SLA at the start of the next renewal term, or on completion of a project then in progress, or earlier by written agreement. Seton will give at least sixty (60) days written notice before a revision takes effect for a client. If a revision materially and adversely changes the client's rights or obligations, the client may give notice of non-renewal within thirty (30) days of that notice, effective at the end of the then-current term, notwithstanding the March 31 deadline in Section 10. Prior versions are archived and available on request.
21.8 Third-party beneficiary. The Bridgeport Roman Catholic Diocesan Corporation is an intended third-party beneficiary of these Terms. There are no other third-party beneficiaries.
21.9 Required changes for legal or compliance reasons. Where the Office of General Counsel or the Diocese requires a change to these Terms for legal, regulatory, or diocesan compliance reasons, Seton will publish revised Terms and give written notice, and the change takes effect thirty (30) days after that notice notwithstanding Section 21.7. Where such a change materially and adversely affects a client's rights or obligations, that client may terminate the affected engagement on thirty (30) days written notice given within thirty (30) days of Seton's notice, without penalty and without prejudice to fees for services already performed.
This Section permits change only to these Terms. It does not permit change to the scope, deliverables, service levels, or fees stated in an Engagement Document, which are varied only by agreement under Section 17. A change under this Section applies prospectively and does not affect rights or liabilities that accrued before it took effect.
21.10 Interpretation. Headings are for convenience only. "Including" means "including without limitation." No rule of construction against the drafter applies.
Part II
Bookkeeping, accounting, payroll, and controllership engagements.
22.1 Application. This Section applies to bookkeeping, accounting, payroll, controllership, and related financial services, and prevails over the general provisions of these Terms as to that work.
22.2 Nature of the services. These are bookkeeping, accounting, controllership, and administrative support services. They are not an audit, review, examination, compilation, agreed-upon procedures engagement, or any other attest or assurance engagement. Seton expresses no opinion, conclusion, or assurance on any financial statement or on the effectiveness of any system of internal control.
22.3 Not professional advice. The services are not legal, tax, investment, or actuarial advice. Seton may prepare and file information returns where an SLA so provides, but does not act as the client's tax advisor and does not represent the client before any taxing authority unless separately engaged and authorized in writing.
22.4 Fraud. The services are not designed to detect fraud, defalcation, or illegal acts and cannot be relied on to do so. Seton will report any indication of material error, irregularity, or misappropriation that comes to its attention to the client's Responsible Officer and, where diocesan policy requires, to the Diocese, but assumes no duty of detection. Seton is entitled to rely on information the client provides without independent verification, except where a stated procedure calls for verification.
22.5 Authority and internal control. Seton prepares and processes. The client approves and owns.
The client retains all authority to authorize and approve expenditures under its own policies and, for a parish, under canon law. The Responsible Officer approves invoices, payroll registers, and disbursements before release.
The client owns its books and records, its bank and investment accounts, and its relationships with financial institutions. Accounts are held in the client's name.
Seton personnel are not signatories on client accounts, hold no check-signing authority, do not hold or transport client cash or undeposited receipts, and have no unilateral authority to release funds.
Seton does not open, close, or change ownership of accounts, and does not add or change a payee or banking detail in a vendor master file without independent verification through a channel other than the one on which the request was received, plus client confirmation.
Counting, verifying, or supervising the count of offertory, collections, or cash receipts is excluded from scope. An organization that records receipts does not also count them.
Where a diocesan or independent accountant reviews, adjusts, or signs financial statements, that review is a separate function from Seton's preparation. Seton does not hold the pen on accounting judgment reserved to that reviewer.
22.6 Receipts, deposits and cash. The client is responsible for the counting, security, and deposit of all receipts, including offertory, and for delivering deposit documentation to Seton.
Seton personnel do not at any time hold, transport, or take custody of client cash, checks, or undeposited receipts, do not make deposits on the client's behalf, and do not accompany or supervise those who do. This is a control requirement, not a matter of convenience, and it is not waivable by agreement or local practice. Seton records receipts from the client's own deposit documentation and bank records.
In accordance with diocesan finance policy, a client receiving bookkeeping services will maintain remote deposit capture equipment and the associated bank service, capable of scanning checks, transmitting them for deposit, and producing an electronic record usable by the systems identified in the client's SLA. Seton will assist the client in specifying, sourcing, and configuring that equipment. The equipment, its service, and any bank fees are the client's cost. Seton does not warrant that any scanner, bank service, contribution system, or accounting system will interoperate without additional configuration, and any integration work beyond initial configuration is quoted separately.
Cash receipts are deposited by the client. Where remote deposit capture is not yet in place, the client remains responsible for depositing by its own personnel or volunteers, and Seton's deadlines are conditional on receiving deposit documentation on the calendar in the SLA.
22.7 Management responsibility. The client acknowledges that it is responsible for its financial statements and for their fair presentation, for establishing and maintaining internal control including the prevention and detection of fraud, and for compliance with law, diocesan policy, and donor restrictions. The client will designate in the SLA an individual with suitable skill, knowledge, and experience to oversee the services, evaluate their adequacy and results, and accept responsibility for them. That individual may be the Responsible Officer, must be a named person rather than a body such as a finance council, and may not be a member of Seton's staff. The designated individual need not be an accountant and need not be able to perform the services; it is sufficient that he or she can understand the nature and results of the services and judge whether they are reasonable. This designation is separate from, and does not limit, the Responsible Officer's canonical and civil responsibility for the temporal administration of the client. Seton will present reporting in a form that allows the designated individual to make that evaluation.
22.8 Payroll. Where Seton processes payroll, the client remains the employer of record and retains responsibility for employment decisions, wage and hour compliance, worker classification, benefits eligibility, and the underlying tax liability. Changes to employee records are made only on the client's written authorization. Payroll tax deposits are funded by the client, and Seton is not liable for a deposit that fails for want of funds.
22.9 Records and audit support. Seton maintains reconciliations, schedules, and supporting workpapers in a form usable by a reviewer or auditor, and provides audit or review support within the hours allowance stated in the SLA. Support beyond that allowance is billable. Seton does not select, engage, or direct the client's auditor.
22.10 Onboarding. Onboarding runs in two stages. Stage one is an Onboarding Assessment, in which Seton reviews the client's current financial operation and delivers a written findings report covering account and reconciliation status, opening balances, payroll and restricted fund configuration, internal control, technology in use, transaction volumes, and any open audit findings, together with the scope and estimated cost of any cleanup and the recommended volume assumptions for the SLA. Stage two is Setup and Alignment, in which Seton aligns the books for its management. Both are priced separately from the recurring fee.
22.11 Prior-period condition and no obligation to proceed. A recurring fee assumes the books are current and reconciled as of the effective date, or that cleanup has been completed. Reconciliation, catch-up bookkeeping, and reconstruction of periods before the effective date are never included in a recurring fee and are quoted on the basis the Assessment establishes. Where the Assessment is performed before an SLA is signed, either party may decline to proceed after reviewing the findings without further obligation beyond payment of the Assessment fee. Where cleanup is required and the client declines to engage it, Seton may decline the engagement, propose a reduced scope, or propose a fee reflecting the actual condition of the records. The Assessment is not an audit, review, or assurance engagement, and the report belongs to the client.
22.12 Transition out. In addition to Section 10, on termination Seton will complete the close for the final full period where the SLA so provides, and deliver the accounting file in native format together with PDF copies of the trial balance, general ledger, reconciliations, and financial statements for the periods it maintained, and a written summary of open items, unreconciled balances, and pending filings.
Part III
Projects and any deliverable Seton creates, including software and websites.
23.1 Application. This Section applies to projects and to any deliverable Seton creates, including software, integrations, websites, configurations, and data conversions. Each project should be governed by a signed statement of work stating scope, deliverables, assumptions, dependencies, schedule, acceptance criteria, fees, hosting arrangements, and support after delivery.
23.2 Ownership. Seton owns all right, title, and interest in the software, code, configurations, and other deliverables it creates, and in its own methodologies, frameworks, templates, libraries, and know-how. Deliverables are not works made for hire for the client.
23.3 License to the client. Subject to payment, Seton grants the client a perpetual, irrevocable, royalty-free, non-exclusive, non-transferable license to use, and to have used on its behalf, each deliverable for the client's own operations. The client may not resell, sublicense, or distribute a deliverable outside its own organization without Seton's written consent. This license survives termination for any reason other than the client's material breach of its scope.
23.4 Diocesan license and continuity. Seton grants the Diocese a perpetual, irrevocable, royalty-free, non-exclusive license to use each deliverable and to authorize any diocesan entity to use it. Seton will deposit with diocesan information technology, at each major release, the source code, build and deployment instructions, configuration, and documentation sufficient for a competent third party to build, host, and maintain the deliverable. If Seton is dissolved, ceases operations, ceases to support a deliverable, or fails to remedy a material breach of a support obligation within sixty (60) days of notice, the Diocese and any client using that deliverable may use, modify, and have modified the deposited materials for their own continued operations. This is a license limited to that purpose and not a transfer of ownership.
23.5 Reuse. Seton may reuse, adapt, and offer to other clients any deliverable, component, method, or learning arising from a project, provided it discloses no Confidential Information and includes no client materials.
23.6 Client materials. The client retains ownership of the content, data, and marks it supplies, and grants Seton a license to use them solely to perform the services.
23.7 Acceptance. Acceptance criteria are stated in the statement of work. Within the test window, which is ten (10) business days unless stated otherwise, the client will accept the deliverable in writing or deliver a written, good-faith list of deficiencies classified by severity. Only a deficiency that prevents the deliverable from meeting a stated acceptance criterion in a material respect may block acceptance. Cosmetic items, enhancement requests, and deficiencies with an acceptable workaround are logged and do not block acceptance or payment. Seton will correct blocking deficiencies and resubmit, and a new test window begins for the corrected items only. A deliverable is deemed accepted if the client places it into production use or does not deliver a written list of deficiencies within the test window.
23.8 Managed and unmanaged deliverables. A deliverable is Seton-managed while Seton provides hosting, maintenance, or support for it under a current SLA. It is unmanaged at any other time, including where the client, its staff, a volunteer, or a third party holds administrative access to it, hosts it, modifies it, or installs components in it. The client may operate a deliverable unmanaged. Nothing in these Terms requires a client to purchase management services from Seton. The consequences of each state are set out below.
23.9 Warranty, Seton-managed deliverables. Seton warrants that for ninety (90) days after acceptance, and thereafter for so long as the deliverable remains Seton-managed under a current SLA, it will perform materially in accordance with its specification and documentation. The client's exclusive remedy and Seton's sole obligation is to correct the non-conformity at no charge or, if correction is not commercially reasonable, to refund the fees paid for that deliverable. The warranty does not apply to a non-conformity caused by modification by anyone other than Seton, by combination with anything not supplied or approved by Seton, by client materials or client-supplied specifications, by a defect in a third-party component, or by use contrary to the documentation.
23.10 Unmanaged deliverables provided as is. Where a deliverable is unmanaged it is provided AS IS AND WITH ALL FAULTS. The warranty in Section 23.9 does not apply and terminates on the date the deliverable first becomes unmanaged. Seton has no obligation to host, patch, update, monitor, back up, secure, or support it, and no obligation to maintain its compatibility with any platform, browser, plugin, integration, or third-party service. From that date the client is responsible for hosting, security, patching, backup, availability, accessibility, privacy compliance, and license compliance. Subject to Section 23.11, Seton is not liable for any loss, defect, outage, compromise, data loss, or claim arising from an unmanaged deliverable.
23.11 Obligations that apply regardless of management. The following apply whether or not a deliverable is Seton-managed: the licenses granted in Sections 23.3 and 23.4; the source deposit in Section 23.4; confidentiality under Section 9; the infringement indemnity in Section 23.12; and liability for Seton's own gross negligence or willful misconduct. Seton does not condition the infringement indemnity on the purchase of management services, because whether a deliverable infringes does not depend on who operates it.
23.12 Infringement. Seton will defend and indemnify the client against any third-party claim that a deliverable, as delivered by Seton, infringes a United States patent, copyright, trademark, or trade secret, and will pay damages finally awarded or agreed in settlement. Seton may, at its option and expense, procure the right for the client to continue using the deliverable, replace or modify it so that it is non-infringing while materially preserving its function, or accept its return and refund the fees paid for it less reasonable depreciation. This does not apply to a claim arising from client materials, from modification or combination not supplied or approved by Seton, from use after notice to stop, from third-party components, or from Seton's compliance with the client's specific written design instruction. This Section states Seton's entire liability and the client's exclusive remedy for infringement.
23.13 Third-party and open source components. Seton may incorporate third-party and open source components, and will provide on request a list of components and their licenses. Seton will not incorporate a component under a license that would require the client or the Diocese to disclose or freely license its own source code or data without the client's prior written consent. Third-party components are licensed under their own terms, carry only their own warranties, and are outside Sections 23.3, 23.9, and 23.12.
23.14 Artificial intelligence in development. Seton may use artificial intelligence tools to assist in producing deliverables. Where it does, Seton uses enterprise or business-tier accounts whose terms prohibit the vendor from using inputs or outputs to train the vendor's models, a qualified Seton team member reviews and takes professional responsibility for all output before it becomes a deliverable, and Seton's obligations under Sections 23.9 and 23.12 apply regardless of the tooling used. Seton will disclose on request the categories of tools used.
23.15 Hosting, domains and accounts. Where a deliverable is hosted, the statement of work states who hosts it, in whose account, at whose cost, and what happens to the environment and its data on termination.
Domain names, DNS zones, TLS certificates, and cloud tenancies are registered in the name of the client or the Diocese, never in Seton's name. Seton may hold administrative and technical contact on them and may administer them centrally through a registrar account owned by the diocesan corporation. Central administration does not transfer ownership. On termination Seton surrenders administrative control to the client or the Diocese on request and without charge.
Where Seton administers domains inside an account owned by the Diocese, it does so through delegated access granted to identified individuals, not through shared account credentials, consistent with Section 9. Seton will not initiate a transfer, registrant change, or nameserver change affecting a client's domain without that client's written authorization, except on the direction of the Diocese. The SLA states which party is responsible for monitoring renewal dates, maintaining the payment method on the account, and keeping transfer locks in place; where the SLA is silent, that responsibility rests with the party holding the account.
23.16 Data migration. Seton migrates the data the client identifies, in the form the client provides it. Seton does not warrant the accuracy or completeness of data originating in a source system and is not responsible for defects that existed before migration. The client is responsible for validating migrated data within the test window and for retaining the source system or a readable archive until validation is complete.
23.17 Support after delivery. Support, maintenance, hosting, monitoring, and enhancement are separate recurring services and require an SLA. Where none is signed, or where an SLA ends, the deliverable becomes unmanaged under Section 23.8 and Section 23.10 applies. Work requested on an unmanaged deliverable is billable at Seton's rates as available, is performed on a reasonable efforts basis, and does not revive any warranty.
23.18 Reinstatement. A client may ask that an unmanaged deliverable be brought back under Seton management. Seton is not obliged to accept. Where it does, Seton will first assess the deliverable at its rates and may require remediation, replacement of components, version upgrades, or migration before assuming any support or warranty obligation. No warranty revives until Seton confirms reinstatement in writing, and any revived warranty runs from that date.
23.19 Attribution. Where a deliverable is unmanaged, the client will on Seton's request remove Seton's name, logo, and attribution from it, and will not state or imply that Seton hosts, supports, maintains, or endorses it.
23.20 Diocesan minimum standard. Any site or application operating on a domain associated with the Diocese or a diocesan entity, or presenting itself as an official parish, school, or diocesan property, must meet the minimum security, privacy, accessibility, and content standards set by the Diocese, whether or not it is Seton-managed. Where a deliverable is unmanaged, the client is responsible for meeting that standard and will confirm compliance on request, not more than annually. This requirement rests with the Diocese, not with Seton, and Seton's role is limited to offering a service that meets it and reporting known deficiencies.