These Terms of Use (“Terms”) are effective as of 7 January 2026 (or, in respect of existing Customers as at 7 January 2026, these Terms are effective as of 9 February 2026). Please contact us if you wish to access any previous versions of these Terms.
These Terms apply to each Customer’s use of the Software. Upon installation of the Software within the Customer’s Microsoft Outlook environment, these Terms form a binding agreement between Sideline and the relevant Customer.
However, if a separate signed contract in relation to the use of the Software has been entered into between Sideline and the relevant Customer, then that contract applies instead of these Terms. If you wish to enter into a signed SaaS Agreement or Software Licence (if self-hosting within your own Azure tenant), please contact us.
In these Terms:
“Customer” means the entity on whose Microsoft Outlook environment the Software has been deployed, unless another entity (such as a related party of the first entity) is agreed by Sideline to be the Customer instead.
“Data” means all email, text and other data of the Customer (or related party of the Customer) accessed by the Software.
“Intellectual Property Rights” means any and all intellectual and industrial protection rights throughout the world including copyright (past, present and future copyrights and rights in the nature of or analogous to copyright), inventions, patents, designs, registered and unregistered trademarks, know-how and circuit layout rights, whether registrable or not, anywhere in the world.
“Licence Term” means:
(a) the one month or one year period commencing on the date agreed between Sideline and the Customer; or
(b) if there is no agreement under paragraph (a), the one month period commencing on: (i) the day after the end of the Trial Term; or (ii) if no Trial Term applies, the day the Customer installs the Software.
“Party” means the Customer and Sideline.
“Personnel” means professional advisers, insurers, auditors, employees, representatives, consultants, contractors, agents, or other third parties who are acting on that Party’s behalf.
“Seat Limit” the number of Users to whom the Customer may make the Software available, as nominated by the Customer and adjusted in accordance with this Agreement.
“Sideline” means Sideline Technology Pty Ltd (Australian Business Number 21 662 534 527).
“Software” means the Microsoft Outlook add-in known as ‘Sideline’, which assists users to track changes on draft emails.
“Trial Term” means any free trial period offered by Sideline to the Customer, which may be governed by additional terms and conditions determined by Sideline and communicated to the Customer.
“User” means each individual staff member of the Customer (or related party of the Customer) to whom the Customer has made the Software available in accordance with these Terms.
Subject to these Terms, Sideline grants the Customer a non-exclusive and non-transferable right to access the Software during:
(a) the Trial Term (if applicable); and
(b) each Licence Term, up to the Seat Limit,
for the Customer’s use and enjoyment of the Software, as contemplated by these Terms.
The Customer retains all right, title and interest in and to the Data. The Customer grants Sideline a licence to access and process (but not to record, store, or transmit to any third party) the Data:
(a) to enable Users to use and enjoy the Software;
(b) for diagnostic and support purposes; and
(c) as reasonably required for the performance of Sideline’s obligations under these Terms.
Sideline must:
(a) ensure the Software’s server is located at all times in the region agreed with the Customer (if any);
(b) maintain insurance with reputable and financially sound insurers on such terms and in such amounts as are customary for software products of a similar nature to the Software;
(c) take reasonable commercial efforts to ensure that the Software, in the form and whenever provided to the Customer, will: (i) be protected by modern security tools, including access control, network protection, logging and monitoring capabilities; (ii) comply with modern security (including encryption) standards and development frameworks; and (iii) be free of any viruses, malware, or other harmful code;
(d) take reasonable commercial efforts to regularly monitor for and remediate vulnerabilities, security breaches or potential security breaches in respect of the Software; and
(e) comply with all applicable privacy and data breach notification laws.
(a) Sideline may, from time to time, automatically Update the Software, provided the Update will have no negative impact on the security of the Software or increase the scope of the Data accessible by the Software.
(b) Sideline will notify the Customer in advance of any Update that constitutes a major version (changes that introduce known incompatibilities with existing systems), minor version (changes that alter the features or functionality of the Software) or otherwise impacts how Users use the Software.
(a) The fee applicable to the Customer’s use of the Software is published on Sideline’s website or may otherwise be separately agreed between Sideline and the Customer. Sideline reserves the right to change the fee from time to time, but will provide the Customer with at least 30 days’ notice of any increase.
(b) Invoices are issued at the start of each Licence Term, and must be paid by the Customer within 14 days.
(c) Unless otherwise agreed between Sideline and the Customer: (i) at any time during a Licence Term, the Customer may increase or decrease the Seat Limit by notifying Sideline; and (ii) upon notification under paragraph (i), Sideline will issue an invoice (in the case of an increase) or credit note (in the case of a decrease) reflecting the applicable pro-rated adjustment.
(d) Where the Licence Term is for one month, at any time prior to the expiry of the Licence Term, the Customer may notify Sideline in writing that it does not wish to continue using the Software, and in such event, these Terms will terminate at the end of the then current Licence Term. If the Customer has not given notice pursuant to this paragraph, the Licence Term will automatically renew at the end of the then current Licence Term, for a period equal to the then current Licence Term
(e) Where the Licence Term is for one year, no automatic renewal applies and these Terms will terminate at the end of the Licence Term.
(a) Sideline may suspend the Customer’s right to access the Software during any period where fees remain overdue, provided Sideline has given the Customer at least 7 days’ notice of its intention to exercise its rights under this paragraph.
(b) If at any time there are no Users, Sideline may give notice to the Customer under this paragraph. If there are still no Users 14 days after such notice is given, Sideline may terminate these Terms by giving notice in writing to the Customer.
(c) Either Party may terminate this Agreement by giving notice to the other Party, if the other Party: (i) fails to remedy any material breach of this Agreement within 30 days after written notice; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that Party and not dismissed within 60 days.
To the extent permitted by law, Sideline may change these Terms from time to time, by publishing an updated version of these Terms on its website. Sideline will provide the Customer with reasonable advance notice of any change to the Terms that, in Sideline’s reasonable determination, materially adversely affects the Customer’s rights or use of the Software. By continuing to use the Software after any revised Terms become effective, the Customer agrees to be bound by the new Terms.
The Customer acknowledges that all Intellectual Property Rights in the Software are vested, and shall remain vested, in Sideline.
(a) Each Party agrees that all code, inventions, know-how and business, technical and financial information disclosed to a Party (‘Receiving Party’) by the disclosing Party (‘Disclosing Party’) constitutes the confidential property of the Disclosing Party (‘Confidential Information’).
(b) Subject to these Terms, the Receiving Party will: (i) hold in confidence and not disclose any Confidential Information to third parties; and (ii) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms.
(c) The Receiving Party may disclose Confidential Information to its Personnel having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this section 10 and that the Receiving Party remains responsible for compliance by them with the terms of this section 10, but nothing in this paragraph (c) entitles Sideline to disclose Data to its Personnel.
(d) The Receiving Party’s confidentiality obligations will not apply to information that: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by Personnel of the Receiving Party who had no access to such information.
(e) The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation, law or order and with advance notice to the Disclosing Party to the extent practicable).
(f) This section 10 survives termination of these Terms.
(a) Headings used in these Terms are provided for convenience only and will not in any way affect the meaning or interpretation of these Terms.
(b) No one other than a party to these Terms has the right to enforce any of its terms.
(c) These Terms supersede all prior discussions and agreements and constitutes the entire agreement between the Parties with respect to its subject matter. Neither Party has relied on any statement or representation of any person in entering into these Terms.
(d) Neither Party can assign these Terms to anyone else without the other Party's consent, except to any successor by way of a merger, acquisition, or change of control.
(e) If a Party fails to enforce a right under these Terms, that is not a waiver of that right at any time.
(f) These Terms are governed by the laws of England & Wales.
The Data Processing Addendum published on the Processor’s website applies to these Terms, other than in the circumstances set out in the preamble to the Data Processing Addendum.
