Terms of Use
These terms govern your use of MSME Automation's website, platform, and services. Please read them carefully before engaging with us.
Draft — pending legal review
This is a working draft prepared for lawyer review. It should not be published in its current form without review by a qualified Indian lawyer.
Contents
Acceptance of Terms
By accessing or using MSME Automation's website, platform, or services — including the Diagnostic, Build, and Run engagements — you agree to be bound by these Terms of Use.
If you are accessing the platform on behalf of a company or organisation, you represent that you have the authority to bind that entity to these terms.
If you do not agree to these terms, please do not use our services.
Description of Services
MSME Automation Pvt. Ltd. provides business automation services to Indian MSMEs, comprising three phases:
Diagnostic — A 2-week operational assessment of your business, resulting in an Automation Blueprint. Delivered as a paid standalone engagement.
Build — Custom development of dashboards, automations, and integrations based on the Diagnostic findings. Scope and fees agreed in a separate Statement of Work.
Run — Ongoing monitoring, maintenance, support, and quarterly automation additions under a monthly retainer.
The specific deliverables, timelines, and fees for each engagement are defined in the relevant Statement of Work or Order Form, which forms part of these terms.
Client Obligations
To enable us to deliver our services, you agree to:
Provide accurate and complete information about your business, systems, and workflows during the Diagnostic and Build phases.
Ensure that key personnel are available for workshops, reviews, and sign-offs at agreed times.
Obtain any necessary permissions or licences for third-party tools (Tally, Zoho, Razorpay, etc.) that we integrate with.
Notify us promptly of any changes to your business or systems that may affect the delivered solution.
Not share login credentials or access to the platform with unauthorised persons.
Fees and Payment
Fees for each engagement are specified in the relevant Statement of Work or Order Form.
Diagnostic fees are payable in full before the Diagnostic commences.
Build fees are typically structured with a milestone-based payment schedule as agreed in the Statement of Work.
Run plan fees are billed monthly in advance. Non-payment for more than 30 days may result in suspension of the Run plan.
All fees are exclusive of applicable taxes (including GST). Taxes will be charged in addition at the prevailing rate.
Fees are non-refundable except as expressly stated in the relevant Statement of Work.
Intellectual Property
Your data is yours. All business data, content, and information you provide to us remains your property at all times. We have no claim over it.
Our platform and code is ours. The underlying software, platform architecture, automation frameworks, and tooling developed by MSME Automation remain our intellectual property. You receive a licence to use the delivered solution, not ownership of the underlying code.
Custom deliverables. Where a Statement of Work explicitly specifies that custom-developed code or deliverables are to be transferred to you, that transfer takes effect upon full payment of all applicable fees.
You may not reverse-engineer, copy, or redistribute any part of our platform or tooling.
Confidentiality
Both parties acknowledge that they may receive confidential information from the other in the course of the engagement.
We will not disclose your business information, financial data, or operational details to any third party except as required to deliver the services (e.g. our own subcontractors under NDA) or as required by law.
You agree not to disclose our proprietary methodologies, pricing, or platform architecture to any third party.
Confidentiality obligations survive termination of the engagement for a period of 3 years.
Warranties and Disclaimers
We warrant that we will deliver the services with reasonable skill and care, and that the delivered solution will materially conform to the agreed specifications.
We do not warrant that the platform will be error-free or uninterrupted at all times. We will work to resolve issues promptly under the Run plan.
We are not liable for issues arising from third-party tools (Tally, Zoho, bank feeds, etc.) that are outside our control, including outages or changes to those tools' APIs.
To the maximum extent permitted by applicable Indian law, we disclaim all implied warranties not expressly stated in these terms.
Limitation of Liability
To the maximum extent permitted by law, MSME Automation's total liability to you for any claim arising out of or in connection with these terms or our services shall not exceed the total fees paid by you to us in the 12 months preceding the claim.
We will not be liable for any indirect, incidental, special, or consequential damages — including loss of revenue, loss of data, or loss of business opportunity — even if we have been advised of the possibility of such damages.
Nothing in these terms limits liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be excluded under Indian law.
Termination
Either party may terminate a Run plan with 30 days' written notice. Build engagements may be terminated as specified in the relevant Statement of Work.
On termination, we will provide you with a full export of your data within 14 days.
We reserve the right to suspend or terminate access to the platform immediately if you materially breach these terms and fail to remedy the breach within 14 days of notice.
Sections on Intellectual Property, Confidentiality, Limitation of Liability, and Governing Law survive termination.
Governing Law
These Terms of Use are governed by and construed in accordance with the laws of India.
Any disputes arising out of or in connection with these terms shall be subject to the exclusive jurisdiction of the courts in Noida / Delhi, India.
We will always try to resolve disputes amicably before resorting to formal proceedings. If you have a concern, contact us at legal@msmeautomation.com and we'll work to resolve it directly.
Changes to These Terms
We may update these Terms of Use from time to time. When we do, we will update the "last updated" date at the top of this page and notify active clients by email.
Continued use of our services after changes become effective constitutes your acceptance of the revised terms.
Material changes that affect your existing contractual rights will be communicated with at least 30 days' notice.
Legal Contact
For any questions about these Terms of Use, or to raise a legal concern:
legal@msmeautomation.com