Terms of Service — MSME Pay Clock

Effective date: 15 September 2026

Last updated: 2 November 2026

These Terms of Service ("Terms") govern access to and use of MSME Pay Clock (the "Service"), operated by Verve Visions ("we," "us," "our"). By creating an account, accessing, or using the Service, you ("you," "your," "Customer") agree to these Terms. If you do not agree, please do not use the Service.

The Service is for businesses and their authorized personnel, for internal tracking. It is not for personal or consumer use.

Operator: Verve Visions, B-404, Max Spoorthi Apts, 8th Main Road, Vidyaranyapura, Bengaluru, Karnataka 560097, GSTIN 29ATGPB2459M1ZD.

Contact: hello@msmepayclock.in

1. What the Service does

MSME Pay Clock helps you track purchase invoices and payments against vendors you classify as Micro or Small enterprises under the MSMED Act, and estimates potential exposure under Section 43B(h) of the Income Tax Act, from the data you provide.

The Service is a computation aid only. It does not calculate the interest rupees payable to the supplier. It is not:

· a substitute for professional tax, legal, or accounting advice

· a tax filing, e-filing, GST, or statutory compliance system

· a guarantee that any invoice, vendor classification, due date, or disallowance figure is accurate

· a determination of Udyam registration status or of whether the MSMED Act applies

Please check outputs — including Udyam status, agreement terms, due dates, and disallowance amounts — with a practising Chartered Accountant before you rely on them for a filing, a tax computation, or any other financial decision. Schedules generated by the Service carry this note. Using the Service does not take the place of that check.

2. Data you provide

2.1 Accuracy. Calculations follow the vendor names, GSTINs, invoice amounts, dates, and payment records you upload. Those details need to be accurate, complete, and lawful. The Service does not compare them with government records (including the Udyam portal or the GST portal), bank records, or any other external source.

2.2 Column mapping. Where the Service asks you to confirm how columns in a file map to fields such as invoice number, date, amount, or vendor GSTIN, please review that mapping before import. If a mapping you confirmed is wrong, the import can miss an invoice or misstate exposure, including where that comes from the layout of the file. Verve Visions is not liable for that result.

2.3 Vendor classification and the Vendor Master. Once you confirm a vendor's Udyam category, agreement type, agreed days, and any exclude reason, the Service stores that classification against the vendor's GSTIN and uses it for later calculations until you change it. Please keep classifications up to date. If a classification was right when you confirmed it and later falls out of date — for example because a vendor's Udyam status changed, or an agreement lapsed — later calculations follow the saved record until you update it. Verve Visions is not liable for that result.

2.4 Outside records. The Service does not cross-check what you upload against government records, bank records, or any other external source.

3. Fees, billing, and plans

3.1 Plans. The Service has a free tier and two paid subscriptions.

· Free. You may include up to 30 in-scope purchase invoices on the account. An invoice is in scope only when its vendor is classified as Micro or Small and the invoice counts in the Section 43B(h) totals. Invoices from vendors that are Medium, not registered, excluded, or not yet classified do not count. Importing the same in-scope invoice again does not count again. Removing an in-scope invoice frees a place. Payments and vendor records do not count toward the 30. When the account already includes 30 in-scope purchase invoices, the Service asks you to choose a paid plan before another in-scope purchase invoice can be added. You can still view and export invoices already stored.

· Small (annual). ₹8,999 per year, plus GST, for up to 100 bills a month.

· Small with POs (annual). ₹24,999 per year, plus GST, for up to 300 bills a month.

There is no monthly plan. Upgrading from Small to Small with POs is charged pro rata for the whole months left in the current paid year, plus GST, and the plan then renews at the Small with POs price.

The monthly bill count for each plan is a guide. The Service shows a warning when you reach 80% and 100% of it and suggests a higher plan. It never blocks you from adding bills. A bill is counted once per supplier GSTIN and bill number dated in that calendar month. The price you confirm at checkout applies to that purchase. A later change to fees applies from the next renewal, under Section 16, and does not change a billing period you have already paid for.

3.2 Payment processing. Payments are processed by a third-party payment processor. By subscribing, you authorize us, through that processor, to charge your chosen payment method on a recurring basis for the plan you select, until you cancel.

3.3 Auto-renewal. A paid subscription renews automatically at the end of its yearly billing cycle unless you cancel before the renewal date. Cancelling stops the next charge. Where the payment method is a recurring card or UPI mandate, the payment processor will send any pre-debit notification required under Reserve Bank of India rules. You will not be charged for a cycle that starts after a cancellation made before the renewal date.

3.4 Taxes. The prices in Section 3.1 are exclusive of GST. GST is shown before you pay. We will issue a tax invoice for paid charges. You are responsible for taxes that apply to your subscription.

4. Cancellation and refunds

4.1 How to cancel. You may cancel from your account, or by email to hello@msmepayclock.in. Cancellation stops the next charge.

4.2 No monthly plan. We do not offer a monthly plan. Sections 4.3 and 4.4 cover cancellation and refunds for the annual plans.

4.3 Annual plan — first 7 days. If you buy an annual plan for the first time and ask for a refund within 7 days of that purchase, we will refund the full amount charged for that purchase, including GST charged on it. This full refund is available once per customer and does not apply to a renewal. Paid access ends when the refund is issued.

4.4 Annual plan — after 7 days. If you cancel an annual plan after those 7 days, we refund the unused whole months:

`(annual fee ÷ 12) × unused whole months`

together with the GST charged on that amount. The month in which you cancel counts as used. An unused whole month is a month of that annual term that has not started on the cancellation date. The same calculation applies if you cancel during a renewal year. We round to the nearest paisa and issue a credit note. Paid access ends when the refund is issued.

Example: an annual term starts on 1 April and you cancel on 15 June. April, May, and June are used. On the Small plan the refund is `(₹8,999 ÷ 12) × 9` = ₹6,749.25, plus GST on that amount. On Small with POs it is `(₹24,999 ÷ 12) × 9` = ₹18,749.25, plus GST.

4.5 Billing errors. If you believe you were charged in error — for example, charged after a timely cancellation, or charged twice because of a processing fault — email hello@msmepayclock.in within 30 days of the charge. We will investigate and correct a genuine error, including a refund of the erroneous charge and a credit note where GST was charged on it.

4.6 Free tier. The free tier has no fee. Sections 4.2 to 4.5 do not apply to it. We may change or withdraw the free tier with at least 15 days' notice under Section 16. Invoices already stored remain available to view and export as described in Section 3.1 and Section 6.5.

5. WhatsApp and email

By adding a mobile number for reminders or for account verification, you confirm that you are allowed to have us message that number. You consent to automated WhatsApp messages about upload reminders, payment-deadline alerts, and account verification.

The Service stores up to 3 OTP-verified reminder numbers. You may edit or remove them at any time. Reminder messages are sent on the schedule shown in the Service.

Transactional emails, including billing receipts and account notices, are sent to your registered email.

6. Data handling, security, and retention

6.1 Ownership. You retain ownership of all data you upload ("Your Data"). You grant us a limited licence to process, store, and display Your Data only to provide the Service to you.

6.2 Confidentiality. We will not sell Your Data. We share it only: (a) with infrastructure providers needed to run the Service (hosting, database, and messaging), under confidentiality obligations; (b) where the law or a valid legal process requires it; or (c) when you take an explicit action, such as using "Email schedule to CA."

6.3 Security. We use HTTPS and access controls to protect Your Data. No system is perfectly secure, and we do not guarantee absolute security.

6.4 Backups. Data stored in the Service sits on hosted infrastructure that may include automated backups and point-in-time restore, on the terms of that hosting provider. This applies to data in the Service generally. Backups are not a guarantee against loss, including loss from a deletion you make, from use of the account, or from a failure of the hosting provider. A backup copy may remain until that backup expires, after the live copy has been deleted.

6.5 Deletion and retention. If you delete data yourself in the Service, we remove it from the live Service at that time. If you cancel, or we close the account, we keep Your Data for 90 days so you can export it or reactivate, and we may delete it permanently after that. Export anything you want to keep before those 90 days end.

We keep tax invoices, payment records, and other records that tax law requires us to keep, for as long as that law requires, including after Your Data is deleted from the Service.

6.6 Isolation. Each customer's data is logically separated from other customers' data inside the Service.

7. Using the Service

Please use the Service for your own business and for a lawful purpose. Do not upload data you have no right to use; reverse-engineer, scrape, or resell the Service; interfere with the Service or with anyone else's access; or use the Service to process data for another entity without our written consent.

8. Intellectual property

The Service, including its software, calculation logic, design, and branding, belongs to Verve Visions. These Terms give you a limited, non-exclusive, non-transferable right to use the Service for your own internal business. You keep all rights in Your Data.

9. Disclaimers

The Service is provided "as is" and "as available." To the fullest extent permitted by law, Verve Visions disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or free of defects.

10. Limitation of liability

10.1 To the maximum extent permitted by law, Verve Visions and its team are not liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, business opportunity, or goodwill, arising from or related to your use of the Service. This includes any tax disallowance, penalty, interest, notice, or other financial loss that results from relying on a figure, alert, classification, or schedule the Service produced.

10.2 Our total aggregate liability to you for all claims arising from or related to the Service is limited to the fees you actually paid to us in the 12 months before the event giving rise to the claim. If you paid no fees in that period, this cap is zero.

10.3 Sections 10.1 and 10.2 apply whatever the legal theory (contract, tort, negligence, or otherwise), and even if we have been told that such damages are possible. They do not apply where applicable law does not allow the limit. Nothing in these Terms limits liability for fraud or willful misconduct.

11. Claims arising from your use

If a claim, loss, or expense (including reasonable legal fees) arises from (a) Your Data or its accuracy, (b) your breach of these Terms, (c) your violation of any law or third-party right in using the Service, or (d) a tax, regulatory, or compliance consequence of a decision made using an output of the Service without independent professional verification, you agree to indemnify and hold Verve Visions harmless from it.

12. Service changes and availability

We may modify, add, or remove features of the Service. We will make reasonable efforts to tell paid subscribers about a material change to functionality they rely on. We do not guarantee a specific uptime percentage unless a separate service-level agreement has been agreed in writing.

13. Suspension and closing

13.1 We may suspend or close access if you breach these Terms, you misuse the Service, or the law requires it. If a renewal payment fails, you have 30 days to pay. If it is still unpaid after 30 days, the service is paused: you can still log in, view and export your data, but alerts, messages, uploads and approvals stop until you renew. If the account stays paused for 90 days, its data is deleted. We'll email you 30 days before, so you can export it.

13.2 You may end your subscription by cancelling under Section 4.

13.3 Sections 2, 6, 9, 10, 11, and 15 continue to apply after these Terms end.

14. Third-party services

The Service depends on third-party providers, including database hosting, WhatsApp Business API messaging, and payment processing. Where their terms apply to your use — for example, WhatsApp's terms for delivery of a message to a phone — those terms also apply. We are not responsible for an outage or failure that originates with a third-party provider. We will make reasonable efforts to tell you and to reduce the impact.

15. Governing law and disputes

These Terms are governed by the laws of India. A dispute arising out of these Terms or the Service will first be discussed in good faith. If it is not resolved within 30 days, the courts of Bengaluru, Karnataka, have exclusive jurisdiction.

16. Changes to these Terms

We may update these Terms. For a material change to price, refunds, liability, or data retention, we will notify active subscribers by email or in the product at least 15 days before the change takes effect. A change to fees applies from the next renewal, and does not change a billing period you have already paid for. A correction, a clarification, or a change that does not affect your rights may take effect when it is posted.

If you do not agree to a material change, cancel before it takes effect. Cancellation follows Section 4. If you keep using the Service after the effective date, you accept the updated Terms.

17. General

17.1 Entire agreement. These Terms are the entire agreement between you and Verve Visions about the Service, and they replace any earlier agreement on that subject.

17.2 Severability. If a provision is unenforceable, the remaining provisions continue in force.

17.3 Assignment. You may not assign your rights under these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

17.4 No waiver. If we do not enforce a provision, that is not a waiver of the right to enforce it later.

18. Contact

Questions about these Terms, billing, or cancellation: hello@msmepayclock.in