1. What's confidential
Everything we exchange during the engagement is confidential, even if it isn't labelled that way. That includes:
– Your access credentials, passwords, and 2FA codes.
– Your strategies, calendars, budgets, and plans.
– Your financial data, pricing, and partnerships.
– Your audience data and performance stats.
– Your source code, technical configurations, and CMS access for your site.
– Our methods, automations, scripts, and in-house tools.
– Any personal information as defined by Quebec's Law 25.
What's not confidential: information that's already public, what we knew before the engagement, what a third party gave us legally, or what a law forces us to disclose. In that last case, we let you know first if we're allowed to.
2. Our commitments
On our side, we commit to:
– Bind any external collaborator or subcontractor to the same obligations.
– Notify you within 72 hours if we detect a breach affecting your personal information (Law 25).
– Use your information only for your engagement, nothing else.
– Use strong passwords, a dedicated password manager, and 2FA wherever possible.
– Comply with Law 25 and GDPR where applicable.
3. Your commitments
On your side:
– You won't share our methods, automations, or tools with anyone else.
– You won't use the deliverables outside of your internal use until they belong to you.
– You won't reproduce or resell our training or speaking materials.
– You won't solicit our team members during the engagement or for 12 months after it ends.
4. Your access is sacred
We access your accounts through dedicated roles (admin, editor), never through your personal password. If that's not possible, we use a secure password manager (currently NordPass). At the end of the engagement, we remove all our access and destroy the credentials within 30 days of your written request.
5. What's yours vs. what's ours
What's yours
The final deliverables you ordered and paid for: approved posts, visuals, final copy, live web pages, reports. Not drafts or working versions, just what's delivered and paid for.
Ownership transfers on full payment. Until the invoice is paid in full, the deliverables belong to us. If you don't pay, we can suspend delivery, revoke usage rights, and request the takedown of anything that's been published.
What stays ours
Our templates, automations, scripts, AI skills, audit processes, and training materials. The fact that we used them to produce your deliverables doesn't give you any rights to them.
Third-party elements in your deliverables
We use images, fonts, and media under commercial licences. If you provide us with elements (photos, logos, content), you confirm that you have the rights needed. We aren't responsible for materials you submit to us.
6. We work with your data, not your customers
Your customers are your customers. We only interact with their data to do our job, never for anything else. If one of your customers wants to know what we have on them or asks us to correct their information, we forward the request to you and we handle it together.
7. Our use of AI
We use AI, and we don't hide it. It's actually part of why you hire us. What we guarantee: your data and your customers' data isn't used to train external models, and we don't put sensitive information into public tools without your okay.
8. Term of the agreement
This agreement is in effect for the duration of our engagement together. After that, your information stays confidential, obviously. Our tools and methods are protected with no time limit. At the end of the engagement, each party returns or destroys confidential information (access, passwords, etc.) within 30 days. We keep a copy of what was delivered to you, for follow-up, for accounting, and so we both have a record of what was handed over.
9. The accounts we create for you
All transferable accounts: profiles, analytics properties, and access points created by Sédentaire specifically for the Client as part of the engagement belong to the Client. That includes Google Analytics, Business Manager, social media profiles, Wix access, and so on.
Exception: Some access points like Meta Business Manager portfolios created under our account can't be transferred. That's a limitation set by Meta, and in those cases we can't hand the account over to the client.
At the end of the engagement, Sédentaire commits to transferring full access to these transferable accounts within 30 days of the Client's written request, including admin access and any login information in our possession.
The tools and accounts that belong to Sédentaire (subscriptions, licences, Metricool, in-house tools) stay with Sédentaire. If the Client wants to keep using them after the engagement ends, we discuss it together.
10. The legal stuff we'd rather not have to use
We hope we never need this section. But it's here so the rules are clear from the start.
Limited liability
If something goes sideways on our end, we own it, up to what you paid us in the 3 months before the incident. For indirect losses, like a contract you would've landed, missed sales, or unrecoverable data, that goes beyond what an agency can reasonably cover, except in cases of gross negligence on our part.
Client approval
As soon as you approve content in writing (email, message, form), responsibility for that content shifts to you. If a piece of information was wrong, if an image didn't have proper rights, if the copy was problematic, and you approved it, the responsibility for that content is yours.
Platform compliance
We know the rules on Meta, LinkedIn, TikTok, and the rest, and we follow them to the best of our knowledge. But platforms have the final say on their own decisions. If content you approved leads to a penalty from them, that's outside our control.
Recourse
If the confidentiality or ownership obligations are broken, both parties reserve all available legal remedies.
Agreement
This agreement replaces any prior verbal or written agreement on confidentiality. If a court invalidates one clause, the others still hold. Any change must be made in writing. Your signature via online form is legally valid and enforceable, just like a handwritten signature.
