End User Licence Agreement

SideClick End User Licence Agreement (EULA)

This End User Licence Agreement ("EULA") governs the installed SideClick software for Windows and macOS, the native SideClick companion app for iPhone, and the clinician web app. The online services around it — purchasing, trials, the sync relay, patient portal publication, and the Cloud edition — are governed by the Terms of Service, which incorporates this EULA.

1. Parties and acceptance

This EULA is between SideClick (Pty) Ltd, a South African company ("SideClick", "we"), and the practice or practitioner installing the Software ("you"). Registration number 2026/655265/07. Registered office: 175 Neptune Way, Olympus, Pretoria, 0081.

You accept this EULA by installing or using the Software, and, where the installer or the registration screen presents it, by clicking to accept. The first-run Privacy & Data Protection Notice is a separate, versioned disclosure that the Software asks you to acknowledge before use and again whenever it is revised.

2. Definitions

• "Software" — the SideClick desktop application (Windows and macOS), the native SideClick companion app for iPhone, the clinician web app, and the Documentation, in the edition you are licensed for. The companion app is a relay-backed companion to your practice's desktop installation: it holds a bounded, revocable local cache of your data and requires no separate registration or licence on the phone.
• "Edition" — one of the capability sets in §4: Solo, Practice, and Cloud, plus the legacy Sync edition that is honoured but no longer sold.
• "Licence Key" — a cryptographically signed key (pasted text or a key file) naming the licensee, edition, seat count, kind and expiry. The key may additionally embed relay connection settings (the relay address and its certificate fingerprint) and an organisation binding derived from the payment processor's customer identifier. A Licence Key never contains patient or clinical data.
• "Seat" — one named practitioner account. Administrative, front-desk and auditor accounts do not consume Seats.
• "Device" — one installation of the desktop Software. On store platforms (Microsoft Store, Mac App Store, App Store) an installation is delivered as a store-managed app container. The activation fingerprint of §8 applies to desktop installations; companion phones are enrolled devices under §3, not activations.
• "Evaluation Window" — the 30-day full-featured period from first registration of an unlicensed installation (§6).
• "Practice Data" — all clinical and business records you create or import in the Software, including protected health information. Practice Data is yours, not ours (§7).

3. Licence grant

Subject to payment and this EULA, SideClick grants you a non-exclusive, non-transferable licence to install and use the Software for your practice's own clinical and administrative operations:

• Seats. Up to the number of Seats in your Licence Key. Every desktop in the practice installs the same key (it is one practice licence). For the Practice edition the first clinician is included in the base price and each additional clinician is a further Seat; administrative, front-desk and auditor accounts are free.
• Devices. Each Seat includes up to 3 enrolled devices for relay-connected editions (relay device cap = Seats × 3). Mobile companion phones count against this cap and are enrolled and approved from a desktop inside the practice. Separately, each Licence Key permits a lifetime maximum of 3 one-time device activations (§8).
• Solo single-machine term. The Solo edition is licensed for one practitioner on one machine. The activation cap exists to back this term technically; use beyond it is a breach of this EULA, and the remedy is contractual — the Software never remotely disables an installed copy (§7.3).

4. Editions

Editions are capability sets, not headcounts — Seats multiply within an edition. The edition identifiers in brackets are the values carried inside your Licence Key.

Edition	Adds
SideClick Solo (solo)	Full local clinical feature set: notes, scheduling, billing (including printable superbills and receipts), outcome measures, on-device AI, local encrypted backup, full audit and compliance tooling. 1 Seat, 1 machine, no relay.
SideClick Sync (sync)	Legacy edition, no longer sold: the zero-knowledge relay tier on its own — multi-device sync, device trust, conflict resolution, the clinician web and native mobile companion apps, field capture from the phone, encrypted relay cloud backup. Every existing Sync licence is honoured forever.
SideClick Practice (portal)	Everything in Solo, plus the zero-knowledge relay (multi-device sync, device trust, conflict resolution, the clinician web and native mobile companion apps, field capture from the phone — photos and voice memos as clinical attachments — and encrypted relay cloud backup) and the remote patient portal: invites, self-booking, secure messages, outcome-measure forms, document delivery, published calendar feeds. First clinician included; additional clinicians per Seat.
SideClick Cloud (cloud)	Everything in Practice, plus the operator-hosted zero-knowledge platform: managed hosting of client-encrypted records (our servers store only ciphertext and can never read clinical data), enterprise single sign-on, the published service-level agreement, multi-site metadata reporting. Requires an executed data-processing instrument (see the relay DPA, relay BAA and POPIA schedule for the relay tiers; the Cloud edition's instruments are provided at onboarding).

The mobile companion (relay-connected editions)

The following are binding product commitments for the iPhone companion app, in the same sense as §7:

1. Least-privilege by construction. A phone's access rides a desktop-signed, time-limited grant (72-hour default) whose permissions are capped by a fixed companion ceiling intersected with the granting user's own live permissions. Signing, co-signing, amendment, consent management, administration, billing, audit, export, settings, and licensing actions are never available from the phone.
2. Mandatory device gate. The companion requires the phone's biometric or passcode gate (Face ID, Touch ID or passcode) on every cold start. Biometric verification happens entirely inside the device's operating system: it is never a key-custody mechanism, and no biometric information ever reaches SideClick.
3. Revocation is immediate; records are preserved. Revoking a phone from a practice desktop immediately destroys the phone's keys and transport credentials. Any clinical capture not yet synced is quarantined on the device for record-retention rather than destroyed, and is removed on explicit operator action or successful sync.
4. Background upload is sealed. When enabled, captured photos, voice memos, and pending changes upload in the background while the phone is locked or pocketed — always as sealed, encrypted content we cannot read (see the Privacy Policy §5).

5. Licence kinds

• Subscription. Valid until its expiry date. The Software warns you 14 days before expiry; after expiry a 14-day grace period applies during which everything keeps working. Renewal is delivered as a re-issued key; installing it resumes service in place.
• Perpetual. Never expires. The key's updates-until date caps the update channel only: you keep the newest version released before that date, and every installed version keeps working forever.
• Trial. Full Practice capability for 30 days, with no feature crippling. One trial per person (§6 of the Terms of Service).
• Promotional. Perpetual keys issued in promotions; unless stated otherwise at issue, their update channel is uncapped (lifetime updates).

6. Evaluation Window and unlicensed use

An installation without any Licence Key runs the full Solo feature set, with a persistent non-blocking notice, for the 30-day Evaluation Window from first registration. After the Evaluation Window lapses, exactly five actions are gated until a key is installed: creating new patient records, new session notes, new appointments, new invoices, and new practitioner accounts. Everything else — including reading, editing, exporting and restoring all existing Practice Data — continues to work, indefinitely (§7.1).

An installed-but-expired key never gates these creation actions; expiry affects relay-dependent services only (§7.4 and the Terms of Service).

7. Data-access guarantees (binding product commitments)

The following are contractual commitments, not marketing. The Software is engineered so that each of them holds in every licence state — valid, grace, expired, revoked, absent, or evaluation-lapsed — and they survive termination of this EULA:

1. Your existing data is never hostage. Reading, editing, exporting (encrypted backup archive, PDF, CSV) and restoring existing Practice Data work in every licence state, forever, including after refund, revocation, or the end of the Evaluation Window.
2. AI features are never edition-gated. On-device AI assistance ships identically in every edition.
3. The Software verifies licences offline. After the one-time activation in §8, normal operation never requires contacting us. A licensing-service outage — or SideClick ceasing to exist — can never lock you out of an installed, activated copy.
4. Sync lapse pauses, never destroys. If a relay entitlement lapses, the relay refuses new uploads but continues to serve download and acknowledgement of your already-synced data (data portability), and queued encrypted data and cloud backup archives are not deleted by us on lapse or expiry. Deletions you instruct yourself are always honoured: archives your practice deletes through the software's audited delete command, or prunes under its own automatic-backup retention setting, are removed as instructed. A renewed key resumes service in place.
5. Downgrades never deactivate. After a Seat or edition downgrade, existing over-cap practitioner accounts and enrolled devices stay fully active; only new grants and enrolments are blocked.
6. No vendor-side recovery (the no-vendor-recovery rule). The guarantees above are about what we can never take away; this one is about what we can never give back. Practice Data is encrypted with keys that exist only on your devices and in your own recovery material — the vault password, backup passphrases, the cloud recovery code, and key shares held by your own practice members. We never receive any of them and cannot read, reset, or reconstruct them; no support request can bypass this, and that impossibility is deliberate (it is why we cannot read your records either). If every copy of your recovery material is lost, the encrypted data it protects is permanently unrecoverable by anyone, including us. You are responsible for keeping recovery material safe; the Software prompts for it, verifies it where it can, and §7.1's export guarantees exist so you can always hold your own backups.
7. The Software never destroys a clinical record on its own. Retention periods are yours to set and yours to act on. The Software computes when a record becomes eligible for destruction under the retention policy your practice configures, but nothing is destroyed without an explicit, confirmed action by an authorised person in your practice, and every destruction is recorded in your practice's own destruction register.

8. Activation and the Licence Key

When a Licence Key is installed and a licensing-service address is configured, the Software makes a one-time activation request per device, sending only the licence id and a non-reversible fingerprint hash of the device. It contains no clinical data, no patient information, and no usage telemetry; it happens once per key install, and the Software never contacts the licensing service during normal operation afterwards. Each Licence Key permits 3 such activations over its lifetime.

The Licence Key itself embeds your (the licensee's) name and email address, cryptographically signed; it never contains patient data. Licence Keys are confidential to your practice: do not publish them or share them outside the licensed practice (see the Acceptable Use Policy).

9. Updates

On store platforms (Microsoft Store, Mac App Store, App Store), the Software is updated through the platform store's own update mechanism, under the store's terms — stores may collect their own installation and update telemetry, which we neither receive nor control. Where a direct (non-store) channel is offered, updates are delivered through a signed update channel whose update checks fetch a static release listing and send no information about you or your Practice Data beyond the web request itself (see the Privacy Policy §5). Which releases your installation is entitled to depends on your key's kind and updates-until date (§5), however the update is delivered. Declining an update never disables the Software.

10. Intellectual property and restrictions

The Software is licensed, not sold. SideClick and its licensors retain all rights not expressly granted. You must not: (a) sublicense, rent, or provide the Software as a service bureau to third parties; (b) remove proprietary notices; (c) circumvent Seat, device, or edition enforcement; or (d) reverse-engineer, decompile, or disassemble the Software except to the extent applicable law permits it despite this restriction (for example for interoperability) — and nothing in this EULA limits the export and data-access rights in §7.

Third-party open-source components are included under their own licence terms; their attribution notices are published in the Third-Party Notices.

11. Clinical responsibility and AI assistance

The Software is a practice-management and documentation tool with optional AI-assisted drafting that runs entirely on your device. It is decision support only:

• The Software does not diagnose, treat, or make autonomous clinical decisions, and must not be relied on to do so.
• Every AI-assisted draft requires your review and signature before it becomes part of the record; the treating practitioner retains full professional and legal responsibility for all clinical content and decisions.
• AI assistance additionally requires your explicit opt-in and per-patient consent recorded for the purpose "AI note generation".
• Voice dictation and voice-memo transcription run on-device (on macOS via Apple's on-device speech framework); recordings and clinical text never leave your devices in readable form.
• Video consultations are not provided by the Software. You may store a video-consultation link from a service you choose against an appointment; the Software opens that link in your browser, and the consultation itself runs on that service under its own terms.

You are responsible for your own regulatory compliance as a healthcare provider — including professional registration, record-keeping, retention, consent, and data-protection obligations under the laws and professional rules that apply to you.

12. Warranty disclaimer

Except as expressly stated in this EULA or required by law, the Software is provided "as is", and SideClick disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. Nothing in this EULA excludes or limits warranties, guarantees or remedies that cannot lawfully be excluded under the consumer law that applies to you.

13. Limitation of liability

To the maximum extent permitted by law: (a) neither party is liable for indirect, consequential, or punitive damages, or loss of profits or goodwill; and (b) SideClick's aggregate liability under this EULA is capped at the licence fees you paid in the 12 months preceding the event giving rise to liability (or US$500, if greater, for perpetual keys). This cap does not apply to death or personal injury caused by negligence, to gross negligence or wilful misconduct, or to any liability that cannot lawfully be limited.

14. Term and termination

This EULA runs until terminated. SideClick may terminate for material breach unremedied 30 days after written notice. On termination: the licence grant in §3 ends and you must stop using relay-connected services; the data-access guarantees in §7 survive, so you can always extract your Practice Data. Sections 7, 10–13, and 15–16 survive termination.

15. Governing law

This EULA is governed by the law of the Republic of South Africa, and the parties submit to the jurisdiction of the South African courts — without depriving you of mandatory consumer or data-protection rights of your own country of residence.

16. General

Order of precedence: an executed Business Associate Agreement or Data Processing Agreement prevails over this EULA for all personal-data and protected-health-information obligations; marketplace or app-store standard terms never replace or waive those instruments. If any provision is unenforceable, the rest remains in force. This EULA plus the documents it incorporates is the entire agreement concerning the installed Software. You may transfer your licence with the practice as a going concern with notice to us; otherwise assignment requires consent, not to be unreasonably withheld.

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SideClick (Pty) Ltd · support@sideclick.io Version 1.1 · Published 2026-09-12