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This Membership Services Agreement (“MSA”) governs the provision of paid services by SME Tools Ltd to members. It should be read together with the SME Tools <a target="" rel="noopener noreferrer nofollow" href="/terms">Membership Terms</a> and any applicable Order Form. In the event of any conflict, the order of precedence is: <ol><li>the Order Form;</li><li>this MSA; </li><li>the Membership Terms; and</li><li>the Documentation.</li></ol>

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Membership Services Agreement

Unlock industry-specific knowledge by joining our SME Tools© member community for Subject Matter Experts.Access Expert Intelligence© resources tailored for your sector. Our community exists to help Small and Medium Enterprises implement compliance, cyber security, and best practices with ease, based on our curated EI© knowledge repositories.

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We are currently in private beta with a select number of partners and member services are subject to change, based on feedback we receive.<h3>1. Introduction</h3>These Membership Terms (the “Terms”) govern your membership of and access to the services provided by SME Tools Ltd (“SME Tools”, “we”, “us” or “our”), a company registered in England and Wales under company number 16462893, with its registered office at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ.By registering for a membership, subscribing to our newsletter, or accessing any SME Tools service, you agree to be bound by these Terms. If you do not agree, you must not use our services.SME Tools is a membership organisation. We provide our members with a free newsletter and, for paying members, access to Expert Intelligence (EI©) knowledge repositories and a range of services including our own products (such as <a target="_blank" rel="noopener noreferrer nofollow" href="http://Petula.cc">Petula.cc</a>) and resold third-party products and services (such as cyber security solutions). Paid services are available individually or in bundles, and are described further in clause 4.Where you purchase any paid service, these Terms are supplemented by the Membership Services Agreement (“MSA”) available at sme.tools/legal/services, and where applicable, a signed Order Form. In the event of any conflict between these Terms and the MSA, the MSA shall prevail.<h3>2. Definitions</h3>In these Terms, the following words have the following meanings:<ul><li>“Documentation” means the policies, guidelines and third-party service provider terms published at sme.tools/legal/documentation, as updated from time to time.</li><li>“EI© Repository” or “EI© Content” means a sector-specific Expert Intelligence (EI) knowledge repository curated and maintained by SME Tools, made available to members for use in connection with AI tools and platforms, in such format and by such means as SME Tools determines from time to time.</li><li>“Fees” means the subscription or service fees payable for a Paid Membership Tier, as set out in the relevant Order Form or on our website.</li><li>“Member” or “you” means any individual or entity registered with SME Tools under any membership tier.</li><li>“Membership Services Agreement” or “MSA” means the agreement governing the provision of paid services, available at sme.tools/legal/services.</li><li>“Membership Tier” means the level of membership you hold, as described in clause 4.</li><li>“Order Form” means a document or online confirmation that sets out the specific services, fees and other terms agreed between you and SME Tools for a paid service.</li><li>“Organisational Subscription” means a Paid Tier subscription taken out by an organisation for use by multiple authorised users within that organisation, which may include a white-label deployment as described in clause 4.3.</li><li>“Personal Information” or “PI” has the meaning given in our Privacy Notice available at sme.tools/privacy.</li><li>“Services” means all services provided by SME Tools to members under these Terms and any applicable MSA, including the newsletter, EI© Repositories, SME Tools’ own products and resold third-party products and services.</li><li>“Third Party Service Provider” means any third-party supplier, vendor or licensor whose products or services SME Tools provides or resells to members, including but not limited to Checkpoint.</li></ul>&nbsp;<h3>3. Membership Registration</h3>To become a member you must:<ul data-type="checkmark-bullet-list"><li data-type="checkmark-list-item">be at least 18 years of age, or be duly authorised to act on behalf of a business or organisation;</li><li data-type="checkmark-list-item">provide accurate, complete and current information during registration;</li><li data-type="checkmark-list-item">keep your registration details up to date; and</li><li data-type="checkmark-list-item">where applicable, agree to receive our newsletter and other communications in accordance with your stated preferences and applicable law.</li></ul>You are responsible for maintaining the confidentiality of any account credentials and for all activity that occurs under your account. You must notify us immediately at <a target="_blank" rel="noopener noreferrer nofollow" href="mailto:hello@sme.tools">hello@sme.tools</a> if you suspect any unauthorised use of your account.SME Tools reserves the right to decline any membership application or to suspend or terminate any membership at its discretion, including where we reasonably believe these Terms have been or are likely to be breached.<h3>4. Membership Tiers</h3><h4>4.1 Free Tier</h4>The Free Tier is available to any registered member at no charge. Free Tier members receive:<ul><li>access to the SME Tools newsletter, which may include industry insights, updates about SME Tools services and products, and promotional content regarding paid membership options; and</li><li>such other benefits as SME Tools may make available to Free Tier members from time to time.</li></ul>The Free Tier does not include access to EI© Repositories, SME Tools products or resold third-party services. SME Tools reserves the right to modify, limit or discontinue the Free Tier at any time on reasonable notice.<h4>4.2 EI© Repository Subscription</h4>Members may purchase a subscription to one or more EI© Repositories on a standalone basis. Each EI© Repository covers a specific sector or topic area (for example, social housing, healthcare or education) and provides members with curated, AI-ready knowledge content for that sector.An EI© Repository subscription includes:<ul><li>access to the relevant sector-specific EI© Content, made available by SME Tools in such format and by such means as SME Tools determines from time to time;</li><li>instructions and guidance on how to make use of the EI© Content in connection with AI tools and platforms; and</li><li>notifications when material updates to the relevant EI© Repository are available.</li></ul>An EI© Repository subscription does not include any AI platform subscription (such as a Claude subscription), which members must obtain independently. SME Tools makes no representations regarding the compatibility of EI© Content with any particular AI platform, and such compatibility may change over time.<h4>4.3 Organisational Subscriptions</h4>Organisations may purchase an EI© Repository subscription for use by multiple authorised users within their organisation. Organisational Subscriptions are priced according to the number of authorised users or such other basis as set out in the relevant Order Form.Where agreed in an Order Form, SME Tools may provide an Organisational Subscription in the form of a white-label deployment, providing a managed AI-ready environment for the organisation’s staff without the need for individual AI platform subscriptions. The scope, specifications and additional terms of any white-label deployment will be set out in the applicable Order Form and MSA.<h4>4.4 Product and Service Subscriptions</h4>Members may purchase subscriptions to SME Tools’ own products (such as <a target="_blank" rel="noopener noreferrer nofollow" href="http://Petula.cc">Petula.cc</a>) or to third-party products and services provided by SME Tools in its capacity as a managed service provider or reseller (such as Checkpoint cyber security solutions).Product and Service subscriptions include access to the relevant EI© Repository for the applicable sector where one exists, bundled at no additional charge. The specific products, services, Fees and other terms will be set out in the relevant Order Form.<h4>4.5 Bundle Subscriptions</h4>SME Tools may from time to time offer bundle subscriptions combining an EI© Repository subscription with one or more Product and Service subscriptions at a preferential combined rate. The scope and pricing of any bundle will be set out in the relevant Order Form.<h3>5. Newsletter and Communications</h3>By registering for Free Tier membership, you consent to receive our newsletter and related communications. Our newsletter may include:<ul><li>industry insights, guidance and updates relevant to SME Tools members;</li><li>updates about SME Tools services, products and EI© Repositories; and</li><li>promotional content regarding paid membership options and member services offered by SME Tools.</li></ul>You may withdraw your consent to receive marketing communications at any time by clicking the unsubscribe link in any communication we send you, or by contacting us at <a target="_blank" rel="noopener noreferrer nofollow" href="mailto:privacy@sme.tools">privacy@sme.tools</a>. Withdrawal of consent will not affect the lawfulness of any processing carried out prior to withdrawal.Withdrawal of consent to receive marketing communications does not automatically cancel your membership or any paid services you hold. Where your only benefit as a Free Tier member is receipt of the newsletter and you have unsubscribed, your membership will be treated as inactive but your account data will be retained in accordance with our Privacy Notice unless you request deletion.<h3>6. Intellectual Property</h3>All content and materials made available by SME Tools, including EI© Repositories, newsletter content, tools, software and documentation, are the exclusive property of SME Tools or its licensors and are protected by applicable intellectual property laws.Your membership grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the relevant content solely for your own internal business or personal purposes in accordance with your Membership Tier. You may not:<ul><li>reproduce, redistribute, resell or sublicence any content or EI© material without our prior written consent;</li><li>share access to EI© Repositories with individuals or organisations not covered by your subscription;</li><li>remove or alter any proprietary notices on any content; or</li><li>use any content in any way that infringes the rights of SME Tools or any third party.</li></ul>The EI© designation is a proprietary mark of SME Tools Ltd. All rights reserved.<h3>7. Member Obligations</h3>As a member you agree to:<ul data-type="checkmark-bullet-list"><li data-type="checkmark-list-item">use the Services only for lawful purposes and in accordance with these Terms;</li><li data-type="checkmark-list-item">not misuse, damage or interfere with the Services or any SME Tools infrastructure;</li><li data-type="checkmark-list-item">not attempt to gain unauthorised access to any part of the Services or to any other member’s account;</li><li data-type="checkmark-list-item">not use the Services to transmit any unsolicited or unauthorised communications, spam, or malicious code;</li><li data-type="checkmark-list-item">not use EI© Content in a manner that violates the terms of any AI platform through which it is used;</li><li data-type="checkmark-list-item">comply with all applicable laws in connection with your use of the Services; and</li><li data-type="checkmark-list-item">promptly notify us of any actual or suspected breach of these Terms.</li></ul>&nbsp;<h3>8. Fees and Payment</h3>The Free Tier is provided at no charge. All Paid Tier services are subject to the Fees set out in the relevant Order Form or on our website at the time of purchase.All Fees are subject to the payment terms set out in the MSA. In summary:<ul><li>Fees are due and payable as specified in the Order Form;</li><li>Fees are non-refundable unless otherwise expressly stated;</li><li>late payment will attract interest at 8% per annum above the Bank of England base rate; and</li><li>SME Tools may suspend access to paid services where Fees remain unpaid.</li></ul>SME Tools reserves the right to amend its Fees on reasonable notice. Continued use of paid services after a price change takes effect constitutes acceptance of the new Fees.<h3>9. Third-Party Services</h3>Where SME Tools provides services that are delivered in whole or in part by a Third Party Service Provider, the following applies:<ul><li>SME Tools acts as the contracting party with you. Your contract is with SME Tools, not with the Third Party Service Provider directly.</li><li>SME Tools, in its capacity as managed service provider or reseller, manages the provisioning and billing of such services on your behalf.</li><li>The technical delivery and infrastructure of certain services is provided by the relevant Third Party Service Provider. SME Tools shall use reasonable endeavours to maintain service continuity but shall not be liable for outages, failures or degradation of service caused by the Third Party Service Provider’s systems or infrastructure.</li><li>You agree to comply with the applicable terms and policies of the relevant Third Party Service Provider, as published in the Documentation at sme.tools/legal/documentation.</li><li>SME Tools remains fully responsible to you for the overall service obligations set out in these Terms and the MSA, notwithstanding any failure by a Third Party Service Provider.</li></ul>&nbsp;<h3>10. Limitation of Liability</h3>Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited by law.Subject to the above, SME Tools shall not be liable to you for:<ul><li>any indirect, consequential or incidental losses;</li><li>loss of profit, revenue, anticipated savings, goodwill or business opportunity;</li><li>loss of or corruption of data;</li><li>any loss arising from your use of EI© Content in connection with any AI platform, including any outputs generated by an AI platform using EI© Content; or</li><li>any loss arising from interruption or failure of services caused by a Third Party Service Provider’s infrastructure.</li></ul>SME Tools’ total aggregate liability to you in respect of all claims arising under or in connection with these Terms shall not exceed the greater of: (a) the total Fees paid by you to SME Tools in the twelve months preceding the claim; or (b) £100 in the case of Free Tier members.For the avoidance of doubt, SME Tools does not warrant that EI© Content is complete, error-free or suitable for any particular purpose. Members are responsible for verifying the accuracy and suitability of any content before relying on it.<h3>11. Data Protection and Privacy</h3>SME Tools processes your Personal Information in accordance with its Privacy Notice available at sme.tools/privacy and, where applicable, the Data Processing Agreement at sme.tools/legal/dpa.By registering as a member, you acknowledge that we will process your PI for the purposes of managing your membership, providing you with the Services, and, where you have consented, sending you marketing communications.<h3>12. Term and Termination</h3>These Terms take effect when you register as a member and continue until your membership is terminated.You may terminate your Free Tier membership at any time by contacting us at <a target="_blank" rel="noopener noreferrer nofollow" href="mailto:hello@sme.tools">hello@sme.tools</a>. Termination of a Paid Tier membership is subject to the terms of the MSA and your Order Form.SME Tools may terminate or suspend your membership immediately on written notice if:<ul><li>you materially breach these Terms and fail to remedy the breach within 14 days of notice;</li><li>you become subject to sanctions, insolvency proceedings or cease to carry on business;</li><li>you take any action, publicly or privately, that materially damages the reputation of SME Tools; or</li><li>we are required to do so by law or regulation.</li></ul>On termination, your right to access the Services will cease immediately. Clauses relating to intellectual property, liability, confidentiality and governing law shall survive termination.<h3>13. Changes to These Terms</h3>SME Tools may update these Terms from time to time. We will notify members of material changes by email or via a notice on our website at <a target="_blank" rel="noopener noreferrer nofollow" href="http://sme.tools">sme.tools</a>. The date of the most recent review is shown at the top of this document.Your continued use of the Services after the effective date of any change constitutes your acceptance of the updated Terms.<h3>14. General</h3><h4>14.1 Entire Agreement</h4>These Terms, together with the MSA (where applicable), any Order Form, and the Documentation, constitute the entire agreement between you and SME Tools in relation to your membership and supersede all previous agreements and understandings.<h4>14.2 No Waiver</h4>Failure by SME Tools to exercise any right or remedy under these Terms shall not constitute a waiver of that right or remedy.<h4>14.3 Severance</h4>If any provision of these Terms is found to be invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, it shall be severed, without affecting the validity of the remaining provisions.<h4>14.4 Assignment</h4>You may not assign or transfer your membership or any rights or obligations under these Terms without the prior written consent of SME Tools. SME Tools may assign its rights and obligations under these Terms at its discretion.<h4>14.5 No Partnership</h4>Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between you and SME Tools.<h4>14.6 Third Party Rights</h4>No person other than the parties to these Terms shall have any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.<h4>14.7 Governing Law and Jurisdiction</h4>These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.<h4>14.8 Contact</h4>If you have any questions about these Terms, please contact us via email: <a target="_blank" rel="noopener noreferrer nofollow" href="mailto:hello@sme.tools">hello@sme.tools</a>SME Tools Ltd (Companies House number: <a target="_blank" rel="noopener noreferrer nofollow" href="https://find-and-update.company-information.service.gov.uk/company/16462893">16462893</a>)71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United KingdomWebsite: <a target="_blank" rel="noopener noreferrer nofollow" href="http://sme.tools">sme.tools</a>

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Membership Terms

Privacy Notice

<h3>1. Introduction</h3>This Cookie Notice applies to the use of cookies and similar technologies (collectively “cookies”) on the SME Tools website at <a target="_blank" rel="noopener noreferrer nofollow" href="http://sme.tools">sme.tools</a> (“our Website”). It explains what cookies are, how we use them, which cookies are currently active on our Website, and how you can manage your preferences.“SME Tools”, “we”, “us” or “our” means SME Tools Ltd. References to “you” or “your” relate to individuals who visit our Website.This Cookie Notice should be read alongside our Privacy Notice at sme.tools/privacy, which sets out how we process your personal information more broadly.This Cookie Notice does not apply to any third-party websites that we do not own or control, or to any third-party websites where SME Tools content is displayed.<h3>2. What Is a Cookie</h3>A cookie is a small text file downloaded to your device or browser when you visit a website. Cookies are sent back to the originating website on each subsequent visit, or to another website that recognises that cookie, to build a record of your online activity.Cookies may be set by the website you are visiting (first-party cookies) or by third parties whose content appears on that website (third-party cookies). First-party cookies are set by SME Tools and belong to the <a target="_blank" rel="noopener noreferrer nofollow" href="http://sme.tools">sme.tools</a> domain.<h3>3. Types of Cookies</h3>Cookies can be categorised by how long they last and by their purpose.<h4>3.1 By duration</h4>Session cookies are temporary and expire when you close your browser. They allow our Website to recognise you as you move between pages within a single visit.Persistent cookies remain on your device for a defined period after you close your browser, or until you delete them. They are used to remember your preferences and settings across visits.<h4>3.2 By purpose</h4>Strictly necessary cookies are essential for our Website to function and cannot be switched off. They are typically set in response to actions you take, such as logging in or filling in a form. You cannot opt out of these cookies.Functional cookies allow our Website to remember choices you make (such as your username or language preference) and provide enhanced, personalised features. They may be set by us or by third-party providers whose services we use.Performance cookies collect information about how visitors use our Website, such as which pages are visited most often and whether any error messages are received. All information collected is aggregated and anonymous. These cookies help us improve how our Website works.Marketing and tracking cookies are used to build a profile of your interests and deliver content and advertisements that are relevant to you. They may be set by us or by third-party advertising partners with our permission, and they track your activity across websites.<h3>4. Cookies Currently Used on Our Website</h3>At the time of the last review of this Notice, SME Tools uses only strictly necessary cookies on <a target="_blank" rel="noopener noreferrer nofollow" href="http://sme.tools">sme.tools</a>. These cookies are essential for the basic operation of our Website, including authentication and session management, and cannot be disabled.As our Website develops — including when we introduce a newsletter platform, analytics tools or other third-party services — we may activate additional cookie categories. Where we do so, we will update this Notice accordingly and, where required by law, seek your consent before setting those cookies.<h3>5. Third-Party and Platform Cookies</h3>Some services we use may set their own cookies on our Website. For example, where we integrate a newsletter or email marketing platform, that platform may set cookies necessary for its operation. These cookies are set by the relevant third-party provider and are governed by their own privacy and cookie policies.Where a third-party platform sets cookies that are strictly necessary for the delivery of a service you have requested or subscribed to, those cookies cannot be disabled without affecting that service.An up-to-date list of the third-party service providers and platforms we use is maintained at sme.tools/legal/documentation.<h3>6. Consent</h3>We will not set any cookies other than strictly necessary cookies without your consent. When cookies requiring consent are active on our Website, you will be presented with a cookie consent banner on your first visit, allowing you to accept or decline non-essential cookies by category.You will only be prompted again if we update the cookies we use in a way that requires fresh consent. If you have previously declined non-essential cookies, we will not re-prompt you unless this Notice is materially updated.<h3>7. Amending Your Cookie Preferences</h3>Strictly necessary cookies are always active and cannot be disabled via our cookie preferences tool.Where non-essential cookies are active, you can amend your preferences at any time by clicking the “Manage Cookies” option available on our Website. Your updated preferences will take effect immediately.You can also control cookies through your browser settings. Most browsers allow you to refuse or delete cookies. Please note that doing so through your browser settings will apply to all websites you visit, not just <a target="_blank" rel="noopener noreferrer nofollow" href="http://sme.tools">sme.tools</a>, and may affect the functionality of websites you use.<h3>8. Blocking All Cookies</h3>If you choose to block all cookies through your browser settings, some features of our Website may not function correctly and we may not be able to provide you with certain services or respond effectively to your requests.For more information about cookies and how to manage them, the following resources may be helpful:<ul><li><a target="_blank" rel="noopener noreferrer nofollow" href="http://www.allaboutcookies.org">www.allaboutcookies.org</a></li><li><a target="_blank" rel="noopener noreferrer nofollow" href="http://www.youronlinechoices.eu">www.youronlinechoices.eu</a></li><li>Your browser’s own help documentation (usually accessible via Settings &gt; Privacy or Help).</li></ul><h3>9. Other Tracking Technologies</h3>In addition to cookies, we may use web beacons and similar technologies (such as conversion pixels) on our Website and in our email communications. These are small pieces of code that help us understand whether communications have been opened, links have been clicked, or pages have been visited. They serve similar purposes to performance and marketing cookies and are subject to the same consent requirements.<h3>10. Contacting Us</h3>If you have any questions about this Cookie Notice or how we use cookies, please contact us via email: <a target="_blank" rel="noopener noreferrer nofollow" href="mailto:hello@sme.tools">hello@sme.tools</a>SME Tools Ltd71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United KingdomWebsite: <a target="_blank" rel="noopener noreferrer nofollow" href="http://sme.tools">sme.tools</a>If you have concerns about how your personal information is handled more broadly, you have the right to contact the UK Information Commissioner’s Office (ICO) at <a target="_blank" rel="noopener noreferrer nofollow" href="http://www.ico.org.uk">www.ico.org.uk</a>.<h3>11. Complaints</h3>If you have a concern or complaint about the way your PI is handled in connection with our use of cookies, please contact us at <a target="_blank" rel="noopener noreferrer nofollow" href="mailto:hello@sme.tools">hello@sme.tools</a> in the first instance. If you remain dissatisfied, you may raise a complaint with the ICO at <a target="_blank" rel="noopener noreferrer nofollow" href="http://www.ico.org.uk">www.ico.org.uk</a> or with any other data protection authority with jurisdiction over your circumstances.<h3>12. Changes to This Cookie Notice</h3>We may update this Cookie Notice from time to time, including when we introduce new cookies or third-party platforms. We recommend visiting this page periodically to stay informed of any changes. The date of the most recent review is shown at the top of this document.

Cookie Notice

<h4>1. Definitions and Interpretation</h4>For the purposes of this MSA, the following terms have the following meanings. Capitalised terms not defined here have the meaning given in the Membership Terms.<ul><li>“Agreement” means this MSA together with all Order Forms and the Documentation.</li><li>“Agreement Start Date” means the start date of the first signed Order Form.</li><li>“SME Tools” means SME Tools Ltd, a company registered in England and Wales under company number 16462893, with its registered office at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ.</li><li>“Claim” means a claim, action, demand, suit or proceeding.</li><li>“Confidential Information” means any information (however recorded or preserved) that would be regarded as confidential by a reasonable person, including business affairs, plans, customer and supplier information, operations, processes, know-how, designs, trade secrets, software, financial information and projections.</li><li>“Content” means information obtained by SME Tools from publicly available sources or its third-party content providers and made available to Customers through the Services or pursuant to an Order Form.</li><li>“Customer” means the member entity named in the Order Form. References to “you” or “your” also refer to the Customer. The Customer is deemed to be the authorised representative of its Personnel in relation to this Agreement.</li><li>“Destructive Code” means any files, computer code or malware, including viruses, worms and trojan horses, that have the ability to disrupt, distort, disable, harm or impede the operation and/or use of the Services in any way.</li><li>“Documentation” means the policies, guidelines, procedures and practices published by SME Tools at sme.tools/legal/documentation from time to time, including any applicable Third Party Service Provider terms and conditions, as may be amended from time to time.</li><li>“End Date” means the expiry date of the relevant Order Form, as set out in that Order Form.</li><li>“Duration” means the period from the Start Date to the End Date of the relevant Order Form, as set out in that Order Form.</li><li>“Fees” means all amounts payable to SME Tools by the Customer in connection with the Services, as detailed in the Order Form, including any other amounts payable as contemplated in this Agreement.</li><li>“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trade marks, service marks, business names and domain names, rights in get-up and trade dress, goodwill, rights in designs, rights in computer software, database rights, rights to use and protect confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and be granted such rights, anywhere in the world.</li><li>“Loss” or “Losses” means any actual loss, liability, direct damages, penalty, fine, expense and cost of whatsoever nature.</li><li>“Materials” means all tangible and intangible products, goods, software, agents, designs, tools, data, databases, processes, protocols, policies, procedures, techniques, models, interfaces (including APIs), correspondence, derivative works and works of authorship, in any form or format.</li><li>“Order Form” means each order form concluded between SME Tools and the Customer, which incorporates the terms of this Agreement and the Documentation, together with such other terms as are expressly agreed in the Order Form.</li><li>“Parties” means SME Tools and the Customer; “Party” means either one of them.</li><li>“Personnel” means any authorised shareholder, member, director, employee, agent, consultant, contractor or other representative of a Party to whom the Services are relevant and applicable.</li><li>“Services” means the paid products and services made available by SME Tools to the Customer under the applicable Order Form, including EI© Repositories, SME Tools’ own products and services (such as <a target="_blank" rel="noopener noreferrer nofollow" href="http://Petula.cc">Petula.cc</a>), and resold or managed third-party products and services (such as cyber security solutions). “Services” excludes “Content”.</li><li>“Sites” means the premises designated by the Customer at or to which the Services are to be provided.</li><li>“Start Date” means the start date of the relevant Order Form.</li><li>“Third Party Service Provider” means any contractor, supplier, vendor or licensor of goods or services that is not a party to this Agreement and whose products or services SME Tools provides or resells to the Customer.</li><li>“VAT” means value-added tax levied in accordance with the Value Added Tax Act 1994, as amended.</li></ul>No provision of this Agreement shall be construed against or interpreted to the disadvantage of a Party by reason of such Party having or being deemed to have structured, drafted or introduced such provision.

<h3>2. The Services</h3>SME Tools is appointed to provide the Services and Content to the Customer and its Personnel in accordance with the terms of this Agreement and the applicable Order Forms and Documentation.SME Tools will provide applicable standard support for the Services to the Customer and its Personnel at no additional charge, and/or upgraded support if purchased separately.SME Tools may continue to develop and update the Services and Content from time to time. Where SME Tools acts as managed service provider or reseller of a Third Party Service Provider’s products, updates and changes to those products may be made by the Third Party Service Provider and are outside SME Tools’ control.Subject to full and timely payment of the Fees, SME Tools grants the Customer a non-exclusive, non-transferable licence to access and use the Services for the Customer and its Personnel (where applicable) for the Duration.While SME Tools will use reasonable endeavours to ensure the Services are available and uninterrupted, the Parties acknowledge that:<ul><li>due to the nature of the Services, SME Tools cannot guarantee uninterrupted or continuous availability;</li><li>continued service is dependent on the availability and functionality of the Customer’s own equipment and resources, and those of Third Party Service Providers;</li><li>SME Tools and its Third Party Service Providers shall not be liable for any Losses arising from interruption or failure of the Services, including any indirect or consequential Losses; and</li><li>in certain circumstances, SME Tools or its Third Party Service Providers may recommend upgrades to resources. If the Customer elects not to follow such a recommendation, the Customer shall not be entitled to rely on any resulting reduction in service quality as grounds to cancel this Agreement, suspend or withhold payments, or claim a credit.</li></ul>&nbsp;This Agreement shall remain in force and the Customer shall continue to pay the Fees during any period of interruption or suspension to the Services that is not caused directly by SME Tools’ own wilful or neglectful acts.Planned or unplanned maintenance may from time to time cause a suspension or interruption of the Services. SME Tools or the relevant Third Party Service Provider shall use reasonable endeavours to notify the Customer of any such suspension in advance and to minimise its duration. The Customer shall not be entitled to cancel this Agreement or withhold any Fees in such circumstances.All Materials made available by SME Tools for the purposes of providing the Services shall remain the exclusive property of SME Tools, its Third Party Service Providers and/or its licensors. Nothing in this Agreement transfers any Intellectual Property Rights in such Materials to the Customer.SME Tools may employ any reasonable means necessary to protect its network, infrastructure and systems, or those of its Third Party Service Providers, from threats including spam, unsolicited communications or vulnerabilities caused by the Customer’s conduct. SME Tools may suspend or terminate the Customer’s access to the Services (in whole or in part) where it reasonably considers this necessary for such protection. Where SME Tools takes steps to remove a threat at the Customer’s cost, it will restore access as soon as reasonably practicable.Any suspension or interruption of the Services arising from the Customer’s own damage to, negligent or unlawful use of, or failure to use the Services in accordance with their operational requirements, shall not entitle the Customer to cancel this Agreement, withhold any Fees, or claim any credit. SME Tools may charge a reconnection fee of up to 50% of the Customer’s then-current annual subscription cost where it elects to restore access following such a suspension.<h3>3. Fees and Payment</h3>The Fees shall be payable to SME Tools by the Customer in the manner and on the dates set out in the relevant Order Form, free of any exchange charges, bank charges, deductions, retentions, withholdings or set-off.The Customer shall pay all Fees within 30 days of the date of the relevant invoice, or on such other date as specified in the Order Form. Payment obligations are non-cancellable and Fees paid are non-refundable.Where any amount payable by the Customer is not paid on the due date, interest shall accrue at a rate of 8% per annum above the Bank of England base rate, calculated on the outstanding amount from the due date until the date of actual payment.Without prejudice to any other rights SME Tools may have, SME Tools may, without notice, suspend its performance of the Services (in whole or in part) where any amount payable by the Customer remains unpaid after its due date.The Fees shall be reviewed on the anniversary of the Agreement Start Date, unless otherwise agreed in writing in the relevant Order Form. If the Parties cannot agree on any increase within 5 days of that anniversary, SME Tools may in its sole discretion increase the Fees by no more than 10% per annum.The Parties acknowledge that the Fees payable for certain Services are linked to the fees charged to SME Tools by its Third Party Service Providers. Any increase in those Third Party Service Provider fees may, at SME Tools’ discretion, result in a corresponding adjustment to the Fees payable by the Customer. Such increases will take effect in the month following written notification to the Customer.An account statement produced by SME Tools shall constitute prima facie proof of the amount of any indebtedness by the Customer to SME Tools.All applicable taxes, duties, levies and other statutory charges, including VAT, shall be payable by the Customer in addition to the Fees as set out in the Order Form.<h3>4. Customer Obligations</h3>The Customer and its Personnel shall comply with all reasonable requests and directions from SME Tools necessary for the implementation and use of the Services. The Customer acknowledges that certain Services may require the Customer to enter into direct agreements with Third Party Service Providers selected by SME Tools.From the Agreement Start Date, the Customer shall provide SME Tools and its Personnel with access (at all reasonable times) to the Sites as required for SME Tools to fulfil its obligations under this Agreement.The Customer shall at all times:<ul data-type="checkmark-bullet-list"><li data-type="checkmark-list-item">provide SME Tools with all assistance, records and information reasonably requested for the purposes of performing the Services; and</li><li data-type="checkmark-list-item">comply with the Documentation applicable to the relevant Services.</li></ul>The Customer shall be responsible for providing its own equipment and information technology systems as required to receive and use the Services effectively.The Customer and its Personnel shall not do or permit anything that may reasonably be expected to damage or adversely interfere with the proper operation of SME Tools’ business or its performance of this Agreement.To the fullest extent permitted by law, the Customer irrevocably indemnifies SME Tools and holds it harmless from and against any and all Claims and Losses arising out of or in connection with any Claim made against SME Tools by any third party arising from:<ul><li>Materials provided, disclosed or made available by or on behalf of the Customer or its Personnel;</li><li>any act or omission of the Customer or its Personnel;</li><li>any breach of, or non-compliance with, any obligation, representation, warranty or undertaking in clause 5 or elsewhere in this Agreement; or</li><li>any prohibited or unlawful activity in connection with the Customer’s use of the Services.</li></ul>The Customer and its Personnel shall not:<ul><li>prevent or preclude SME Tools from providing or maintaining the Services;</li><li>abuse, alter, modify or damage the Services in any manner;</li><li>withhold any payment due to SME Tools for any reason;</li><li>claim any remission of Fees or charges except as expressly agreed in writing by SME Tools; or</li><li>assign, mortgage, encumber or otherwise deal with or dispose of the Services (or any interest in them) without SME Tools’ prior written consent.</li></ul><h3>5. Warranties</h3>The Customer represents, warrants and undertakes (for itself and its Personnel) from the Agreement Start Date and at all times thereafter that:<ul><li>it will implement and maintain adequate procedures, policies, controls, systems and technology to prevent and avoid any unauthorised access to, alteration of, Loss of, interference with, or destruction of the Services;</li><li>it will not intentionally or negligently introduce, or permit the introduction of, any Destructive Code into the Services, and will maintain adequate safeguards to prevent the same;</li><li>it has the full legal right and authority to enter into and perform this Agreement; and</li><li>it will use the Services and perform its obligations under this Agreement in compliance with all applicable laws.</li></ul>Each warranty and undertaking in this clause shall be read separately and independently of the others.<h3>6. Limitation of Liability</h3>Nothing in this Agreement shall limit or exclude the liability of either Party for fraud, fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.Subject to the above, SME Tools shall not be liable to the Customer or its Personnel, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:<ul><li>any loss of profit, sales, revenue or business;</li><li>loss of anticipated savings;</li><li>loss of or damage to goodwill;</li><li>loss of agreements or contracts;</li><li>loss of use or corruption of software, data or information; or</li><li>any indirect, consequential or incidental Losses of any kind.</li></ul>SME Tools’ total aggregate liability to the Customer and/or its Personnel in respect of all Losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the amount of Fees paid by the Customer in the twelve months preceding the event giving rise to the claim.Notwithstanding any other provision of this Agreement, the Customer indemnifies SME Tools and holds it harmless in respect of any and all Claims of whatsoever nature made against SME Tools by the Customer or any third party arising from SME Tools’ exercise and fulfilment of its rights and obligations under this Agreement.<h3>7. Confidential Information</h3>Each Party (the “Receiving Party”) shall treat as confidential all Confidential Information received from the other Party (the “Disclosing Party”) or which becomes known to it during this Agreement.The Receiving Party shall, except with the prior written consent of the Disclosing Party, not:<ul><li>use or exploit the Confidential Information for any purpose other than exercising its rights and performing its obligations under this Agreement;</li><li>disclose or make available the Confidential Information (in whole or in part) to any third party except as expressly permitted; or</li><li>copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary.</li></ul>Each Party undertakes not to disclose any Confidential Information to any person at any time during this Agreement, and for a period of two years after its termination.Confidential Information does not include information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was lawfully in the Receiving Party’s possession before disclosure, as evidenced by written records; or (c) the Parties agree in writing is not confidential.Each Party may disclose Confidential Information to its employees, officers, advisers or Third Party Service Providers who need to know it for the purposes of this Agreement, or as required by law or a court or regulatory authority.<h3>8. Notices</h3>Any notice or communication required under this Agreement shall be in writing and delivered personally, by pre-paid first class post, by commercial courier, or by email to the relevant Party at its address as set out in the Order Form.A notice shall be deemed received: (a) if delivered personally, when left at the relevant address; (b) if sent by pre-paid post, on the date the delivery receipt is signed; (c) if sent by commercial courier, on the date the courier’s receipt is signed; or (d) if sent by email, upon receipt of a delivery confirmation or acknowledgement from the other Party.The provisions of this clause permitting service by email do not apply to the service of legal proceedings.<h3>9. Breach</h3>If a Party (the “Defaulting Party”) commits a breach of this Agreement, the other Party (the “Aggrieved Party”) shall give the Defaulting Party 30 days’ written notice to remedy the breach. If the Defaulting Party fails to remedy the breach within that period, the Aggrieved Party may terminate this Agreement immediately on written notice.The provisions of this clause are without prejudice to any other rights or Claims the Aggrieved Party may have at law.<h3>10. Termination</h3>This Agreement may be terminated:<ul><li>for material breach in accordance with clause 9;</li><li>where there are no active Order Forms and both Parties agree in writing to terminate;</li><li>immediately by SME Tools on written notice if the Customer becomes subject to any sanctions or embargoes, or takes any action publicly or privately that would negatively impact the reputation or operations of SME Tools; or</li><li>immediately by either Party on written notice if the other Party enters into liquidation, attempts to reach a compromise or composition with its creditors, or ceases or threatens to cease to carry on its business.</li></ul>On termination for any reason, the Customer shall remain liable to pay all unpaid Fees and any cancellation or termination charges payable by SME Tools to its Third Party Service Providers as a result of the termination.<h3>11. Cancellation Prior to Provision of Services</h3>The Customer acknowledges that signing an Order Form constitutes a binding commitment to purchase the relevant Services. Any cancellation notice from the Customer before the End Date specified in the Order Form will result in all remaining Fees under that Order Form becoming immediately due and payable.In addition, SME Tools reserves the right to recover from the Customer any additional charges, costs or expenses incurred by SME Tools with its subcontractors or Third Party Service Providers as a result of such early cancellation, payable immediately on demand.<h3>12. Entire Agreement and Variation</h3>The Order Form, this MSA, the Membership Terms and the Documentation constitute the entire agreement between the Parties and supersede all previous drafts, agreements, arrangements and understandings, whether written or oral.Each Party agrees that it shall have no remedies in respect of any representation or warranty not set out in this Agreement, and that its only liability for those representations and warranties that are set out in this Agreement will be for breach of contract.No variation of this Agreement shall be effective unless made in writing and signed by each of the Parties or their authorised representatives.<h3>13. No Waiver</h3>Failure to exercise, or any delay in exercising, any right or remedy under this Agreement shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of it.No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.<h3>14. Assignment</h3>The Customer shall not assign, sub-contract or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of SME Tools.SME Tools shall be entitled at its discretion to assign, sub-contract or otherwise deal with any of its rights or obligations under this Agreement.<h3>15. No Partnership or Agency</h3>Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture or agency relationship between the Parties.<h3>16. Severance</h3>If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the remaining provisions.<h3>17. Third Party Rights</h3>No person other than a Party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.<h3>18. Governing Law</h3>This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.<h3>19. Jurisdiction</h3>Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).For the avoidance of doubt, the Data Processing Agreement at sme.tools/legal/dpa forms part of this Agreement where SME Tools processes personal data on behalf of the Customer.

<h3>Background</h3>This Data Processing Agreement (“DPA”) forms part of the Membership Services Agreement (“MSA”) between SME Tools Ltd (“SME Tools”) and the Customer named in the applicable Order Form.The Customer is the Controller of Personal Data processed in connection with the Services. SME Tools acts as the Processor of that Personal Data, processing it solely on behalf of and on the documented instructions of the Customer.This DPA sets out the terms on which SME Tools will process Personal Data on the Customer’s behalf, in accordance with applicable Data Protection Legislation. It supplements and forms part of the MSA. In the event of any conflict between this DPA and the MSA, this DPA shall prevail in respect of data protection matters.The Customer retains ownership of all Personal Data it provides to SME Tools or which SME Tools processes on its behalf. SME Tools acquires no rights in that Personal Data beyond those strictly necessary to perform the Services.<h3>1. Definitions</h3>In this DPA, the following terms have the following meanings. Capitalised terms not defined here have the meaning given in the MSA or Membership Terms.<ul><li>“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.</li><li>“Data Protection Legislation” means all applicable laws and regulations relating to the processing of Personal Data and privacy, including (as applicable): the UK General Data Protection Regulation (UK GDPR) as defined in the Data Protection Act 2018; the EU General Data Protection Regulation (Regulation (EU) 2016/679) (EU GDPR); the Data Protection Act 2018; the Privacy and Electronic Communications Regulations 2003; and any successor or replacement legislation, as amended from time to time.</li><li>“Data Subject” means an identified or identifiable natural person to whom Personal Data relates.</li><li>“DPA” means this Data Processing Agreement including its Appendices.</li><li>“Personal Data” means any information relating to an identified or identifiable natural person, as defined in applicable Data Protection Legislation.</li><li>“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.</li><li>“Processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Controller.</li><li>“Processing” has the meaning given in applicable Data Protection Legislation and “process” and “processed” shall be construed accordingly.</li><li>“Restricted Transfer” means a transfer of Personal Data to a country or territory outside the United Kingdom or the European Economic Area, as applicable, which is not subject to an adequacy decision.</li><li>“Standard Contractual Clauses” or “SCCs” means the standard contractual clauses for the transfer of Personal Data to third countries approved by the European Commission under Decision 2021/914/EU, as may be updated from time to time.</li><li>“Sub-processor” means any Processor engaged by SME Tools to process Personal Data on behalf of the Customer.</li><li>“UK Addendum” means the International Data Transfer Addendum to the EU Standard Contractual Clauses issued by the UK Information Commissioner’s Office under s.119A of the Data Protection Act 2018, as may be updated from time to time.</li></ul><h3>2. Data Protection Compliance</h3>Each Party shall comply with its respective obligations under applicable Data Protection Legislation in connection with the processing of Personal Data under this DPA.SME Tools shall process Personal Data only on the documented instructions of the Customer, as set out in this DPA, the MSA and any applicable Order Form, unless required to do so by applicable law. In such a case, SME Tools shall inform the Customer of that legal requirement before processing, unless the law prohibits such notification.SME Tools shall promptly notify the Customer if, in its opinion, any instruction from the Customer infringes applicable Data Protection Legislation.<h3>3. Customer Obligations as Controller</h3>The Customer warrants and represents that it has all necessary rights, consents and lawful bases to transfer Personal Data to SME Tools for processing under this DPA, and that such processing by SME Tools in accordance with the Customer’s instructions will not breach applicable Data Protection Legislation.The Customer is solely responsible for:<ul data-type="checkmark-bullet-list"><li data-type="checkmark-list-item">the accuracy, quality and lawfulness of the Personal Data it provides to SME Tools;</li><li data-type="checkmark-list-item">establishing and maintaining the lawful basis for processing under applicable Data Protection Legislation;</li><li data-type="checkmark-list-item">responding to Data Subject requests in respect of Personal Data for which the Customer is Controller; and</li><li data-type="checkmark-list-item">ensuring that any instructions it gives to SME Tools comply with applicable Data Protection Legislation.</li></ul>The Customer shall indemnify and hold SME Tools harmless from and against any claims, losses, costs or liabilities arising from the Customer’s failure to comply with its obligations as Controller under this clause.<h3>4. SME Tools Obligations as Processor</h3>SME Tools shall, in relation to Personal Data processed on behalf of the Customer:<ul data-type="checkmark-bullet-list"><li data-type="checkmark-list-item">process Personal Data only on documented instructions from the Customer, except where required by applicable law;</li><li data-type="checkmark-list-item">ensure that all Personnel authorised to process Personal Data are subject to binding confidentiality obligations;</li><li data-type="checkmark-list-item">implement and maintain appropriate technical and organisational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, as further described in clause 5;</li><li data-type="checkmark-list-item">not engage any Sub-processor without the general written authorisation of the Customer, as described in clause 6;</li><li data-type="checkmark-list-item">taking into account the nature of the processing, assist the Customer in responding to Data Subject requests, to the extent reasonably practicable;</li><li data-type="checkmark-list-item">assist the Customer in ensuring compliance with its obligations relating to security, breach notification, data protection impact assessments and prior consultation with supervisory authorities, taking into account the nature of the processing and the information available to SME Tools;</li><li data-type="checkmark-list-item">at the Customer’s election, delete or return all Personal Data to the Customer on termination or expiry of the MSA, and delete existing copies unless retention is required by applicable law; and</li><li data-type="checkmark-list-item">make available to the Customer all information reasonably necessary to demonstrate compliance with this DPA, and permit and contribute to audits and inspections conducted by the Customer or an auditor appointed by the Customer, on reasonable notice and subject to reasonable confidentiality obligations.</li></ul>&nbsp;<h3>5. Security Measures</h3>SME Tools shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of processing. These measures shall include, as appropriate:<ul><li>pseudonymisation and encryption of Personal Data;</li><li>the ability to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services;</li><li>the ability to restore availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and</li><li>a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures.</li></ul>SME Tools shall notify the Customer without undue delay, and in any event within 72 hours of becoming aware, of any Personal Data Breach affecting Personal Data processed on the Customer’s behalf. Such notification shall include, to the extent available at the time:<ul><li>a description of the nature of the Personal Data Breach, including the categories and approximate number of Data Subjects and Personal Data records concerned;</li><li>the name and contact details of SME Tools’ data protection contact;</li><li>the likely consequences of the Personal Data Breach; and</li><li>the measures taken or proposed to address the Personal Data Breach.</li></ul>SME Tools shall cooperate with the Customer and take such reasonable steps as the Customer may direct to investigate, mitigate and remediate any Personal Data Breach.<h3>6. Sub-Processors</h3>The Customer grants SME Tools general written authorisation to engage Sub-processors to assist in providing the Services. By entering into the MSA and this DPA, the Customer acknowledges and accepts the use of Sub-processors.An up-to-date list of current Sub-processors is maintained at sme.tools/legal/documentation. SME Tools may update its Sub-processors from time to time as reasonably required to operate and improve the Services. SME Tools will update the Sub-processor list at sme.tools/legal/documentation when Sub-processors are added or replaced.Where a change of Sub-processor relates to a service that is itself the subject of an Order Form (for example, a managed third-party security service), such a change constitutes a material change to the Services and will be handled in accordance with the notice and variation provisions of the MSA. SME Tools will seek the Customer’s agreement before implementing such a change.SME Tools shall ensure that each Sub-processor is bound by data protection obligations no less protective than those set out in this DPA. SME Tools remains liable to the Customer for the acts and omissions of its Sub-processors to the same extent as if SME Tools had performed the processing itself.<h3>7. Data Subject Rights</h3>SME Tools shall, taking into account the nature of the processing, provide reasonable assistance to the Customer to enable it to comply with requests from Data Subjects exercising their rights under applicable Data Protection Legislation, including rights of access, rectification, erasure, restriction, portability and objection.Where a Data Subject contacts SME Tools directly with a request relating to Personal Data for which the Customer is the Controller, SME Tools shall promptly forward such request to the Customer and shall not respond to the Data Subject directly except with the Customer’s prior written consent or as required by law.<h3>8. International Transfers</h3>SME Tools shall not make any Restricted Transfer of Personal Data except in accordance with applicable Data Protection Legislation and subject to appropriate transfer mechanisms being in place.The Parties agree that, to the extent that SME Tools makes any Restricted Transfer of Personal Data in connection with the Services, the transfer mechanisms set out in Appendix 1 (EU Standard Contractual Clauses) and Appendix 2 (UK Addendum) shall apply, as applicable.SME Tools selects Sub-processors on the basis of their ability to provide appropriate levels of security and privacy protection. Where Sub-processors are located outside the UK or EEA, SME Tools shall ensure that appropriate safeguards are in place in accordance with applicable Data Protection Legislation.<h3>9. Term and Termination</h3>This DPA shall remain in force for the duration of the MSA and any applicable Order Form under which SME Tools processes Personal Data on behalf of the Customer.On termination or expiry of the MSA, SME Tools shall, at the Customer’s written election, either return all Personal Data to the Customer or securely delete it, in each case within a reasonable time period, unless applicable law requires continued retention. SME Tools shall certify in writing to the Customer that it has complied with this obligation upon request.<h3>10. Governing Law</h3>This DPA and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.<h3>Appendix 1: EU Standard Contractual Clauses</h3>Where SME Tools makes a Restricted Transfer of Personal Data from the European Economic Area to a third country, the Standard Contractual Clauses approved by the European Commission under Decision 2021/914/EU (Module 3: Processor to Sub-Processor, or such other Module as is applicable to the nature of the transfer) shall apply between SME Tools and the relevant Sub-processor.For transfers from the EEA where the Customer is a Controller and SME Tools is the Processor, the SCCs (Module 2: Controller to Processor) shall apply as between the Customer and SME Tools, with:<ul><li>the Customer as ‘data exporter’; and</li><li>SME Tools as ‘data importer’.</li></ul>&nbsp;The details of the processing (nature and purpose, types of Personal Data, categories of Data Subjects and duration) shall be as set out in the MSA, the applicable Order Form, and the Sub-processor list at sme.tools/legal/documentation.The optional clauses and Annexes of the SCCs shall be completed as follows:<ul><li>Clause 7 (Docking clause): included.</li><li>Clause 11 (Redress): the optional language regarding independent dispute resolution bodies is not included.</li><li>Clause 17 (Governing law): the SCCs shall be governed by the law of Ireland.</li><li>Clause 18 (Choice of forum): disputes shall be resolved before the courts of Ireland.</li><li>Annex I: the details of the processing are as set out in the MSA and applicable Order Form.</li><li>Annex II: the technical and organisational measures are as described in clause 5 of this DPA and updated from time to time at sme.tools/legal/documentation.</li><li>Annex III: the list of Sub-processors is maintained at sme.tools/legal/documentation.</li></ul>&nbsp;<h3>Appendix 2: UK Addendum</h3>Where SME Tools makes a Restricted Transfer of Personal Data from the United Kingdom to a third country, the UK Addendum issued by the UK Information Commissioner’s Office under s.119A of the Data Protection Act 2018 shall apply to supplement the EU SCCs set out in Appendix 1, to the extent required to make those SCCs lawful under UK law.The UK Addendum shall be completed as follows:<ul><li>Table 1 (Parties): as set out in the MSA and applicable Order Form.</li><li>Table 2 (Selected SCCs, Modules and Selected Clauses): the EU SCCs as set out in Appendix 1 of this DPA.</li><li>Table 3 (Appendix Information): as set out in Appendix 1 of this DPA and at sme.tools/legal/documentation.</li><li>Table 4 (Ending this Addendum when the Approved Addendum changes): either Party may end the UK Addendum in accordance with the terms of the UK Addendum itself.</li></ul>In the event of any conflict between the EU SCCs and the UK Addendum in respect of UK transfers, the UK Addendum shall prevail.

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Data Processing Agreement

<h3>1. About This Page</h3>This Documentation page is the central reference point for all policies, guidelines and third-party service provider terms that apply to SME Tools members and customers. It forms part of the SME Tools legal framework alongside the Membership Terms, the Membership Services Agreement (MSA) and the Data Processing Agreement (DPA).By subscribing to any SME Tools service, members agree to be bound by the relevant documents listed on this page, as updated from time to time. Use of any SME Tools service constitutes acceptance of the Documentation applicable to that service.This page is a live document. SME Tools updates it when third-party providers are added, changed or removed, or when policies and guidelines are revised. The date of the most recent review is shown at the top of this page. Members are encouraged to check this page periodically.<h3>2. Customer Agreements and Member Terms</h3>The following documents govern the relationship between SME Tools and its members and customers. All documents are available at the URLs shown.<h4>2.1 <a target="" rel="noopener noreferrer nofollow" href="/terms">Membership Terms</a></h4>Applies to all members. Sets out the terms of membership, the Free and Paid membership tiers, member obligations, intellectual property in EI© content, and general legal provisions.<h4>2.2 <a target="" rel="noopener noreferrer nofollow" href="/msa">Membership Services Agreement (MSA)</a></h4>Applies to paid members. Governs the provision of paid services including EI© Repository subscriptions, SME Tools products and managed third-party services. Supplemented by an Order Form for each service.<h4>2.3 <a target="" rel="noopener noreferrer nofollow" href="/dpa">Data Processing Agreement (DPA)</a></h4>Applies to paid members where SME Tools processes personal data on the Customer’s behalf. Sets out the Controller/Processor relationship, security obligations, sub-processor arrangements and international transfer mechanisms including EU Standard Contractual Clauses and the UK Addendum.<h4>2.4 <a target="" rel="noopener noreferrer nofollow" href="/privacy">Privacy Notice</a></h4>Applies to all members and website visitors. Sets out how SME Tools processes personal information in its capacity as a data Controller, including the purposes and legal bases for processing, data retention, your rights and how to contact us.<h4>2.5 <a target="" rel="noopener noreferrer nofollow" href="/cookies">Cookie Notice</a></h4>Applies to all website visitors. Sets out how SME Tools uses cookies and similar technologies on <a target="_blank" rel="noopener noreferrer nofollow" href="http://sme.tools">sme.tools</a>, the categories of cookies used, and how to manage your preferences.<h3>3. Third Party Service Providers and Sub-Processors</h3>In order to provide its services, SME Tools works with carefully selected third-party service providers. Where those providers process personal data on SME Tools’ behalf, they are engaged as sub-processors under the DPA.By subscribing to SME Tools services, members agree to be bound by the applicable terms and policies of the relevant third-party service providers, as set out below. SME Tools will update this section when providers are added or changed.<h4>3.1 Cyber Security Protection</h4>Domain-level protectionProvider: CheckpointThe third-party service provider that delivers domain-level cyber security protection is Checkpoint. SME Tools provides this service in its capacity as a Managed Service Provider (MSP). Customers who subscribe to SME Tools cyber security services agree to be bound by and accept the contents of the Checkpoint Licence Agreement.For further information please refer to the Checkpoint Information Security Policy at checkpoint.com/privacyInbox-level protectionInbox-level protection is delivered based on the Customer’s email hosting provider, as follows:Microsoft 365 and Google Workspace&nbsp; |&nbsp; The third-party service provider that delivers inbox-level protection is Checkpoint. Customers agree to be bound by and accept the contents of the Checkpoint Licence Agreement and Information Security Policy at checkpoint.com/privacy.Other email providers&nbsp; |&nbsp; The third-party service provider for inbox-level protection will be as specified in the applicable Order Form. Customers agree to be bound by and accept the contents of that provider’s Licence Agreement and any other documentation referred to in the Order Form, including provisions for data governance, data handling, data processing and information security.<h4>3.2 Infrastructure and Hosting</h4>Provider: SupabaseSME Tools uses Supabase for hosting of its core infrastructure. Supabase processes data on SME Tools’ behalf as a sub-processor.For further information please refer to the Supabase Terms of Service and Privacy Policy at supabase.com/termsSupabase infrastructure is hosted on AWS. Data is stored in the EU (eu-west-2) region by default.<h4>3.3 AI Agents and Platforms</h4>The following AI providers are currently supported in connection with SME Tools services including EI© Repositories and associated products. Where a Customer selects an AI provider in their settings, or where SME Tools has pre-configured a default for ease of onboarding, Customers are encouraged to review the relevant provider’s terms and select the provider that best meets their needs.SME Tools makes no recommendation as to which AI provider a Customer should use. Any pre-configured default is for onboarding convenience only.Provider: Anthropic&nbsp; |&nbsp; Model / Service: ClaudeCustomers using Anthropic’s Claude in connection with SME Tools services agree to be bound by and accept the contents of the Anthropic Commercial Terms of Service and Privacy Policy.For further information please refer to the Anthropic Commercial Terms of Service at anthropic.com/legal/commercial-termsAnthropic Privacy Policy: anthropic.com/legal/privacyProvider: Google&nbsp; |&nbsp; Model / Service: GeminiCustomers using Google’s Gemini in connection with SME Tools services agree to be bound by and accept the contents of the Google Gemini Terms of Service and Privacy Policy.For further information please refer to the Google Gemini Terms of Service at policies.google.com/terms/generative-aiGoogle Privacy Policy: policies.google.com/privacyProvider: OpenAI&nbsp; |&nbsp; Model / Service: GPTCustomers using OpenAI’s GPT models in connection with SME Tools services agree to be bound by and accept the contents of the OpenAI Terms of Service and Privacy Policy.For further information please refer to the OpenAI Terms of Service at openai.com/policies/terms-of-useOpenAI Privacy Policy: openai.com/policies/privacy-policy<h4>3.4 Newsletter and Email Communications</h4>SME Tools uses a third-party email platform to distribute its newsletter and member communications. Details of the current provider will be published here when selected. The relevant provider’s privacy policy and data processing terms will apply to the processing of subscriber data in connection with email delivery.Provider to be confirmed. This section will be updated when an email platform is selected.