Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Merchant”, “User”, or “You”) and Celestiq Insights OPC Private Limited (“Company”, “We”, “Our”, or “Us”), governing access to and use of the MSME Vyapari application, web portal, APIs, and associated services (collectively, the “Software”).

By downloading, installing, registering for, or accessing the Software, you affirm and warrant that:

• You are at least 18 years of age and possess full legal capacity to enter into a binding contract under the Indian Contract Act, 1872.
• You are utilizing the Software exclusively for legitimate commercial store operations or professional bookkeeping purposes for your own registered or unregistered business entity.
• All customer, supplier, catalog, inventory, and transaction entries recorded by you represent genuine commercial transactions.
• You unconditionally agree to comply with all relevant Indian statutory frameworks, including the Information Technology Act 2000, Central and State GST Acts, and applicable labor regulations.

MSME Vyapari is a business productivity and commercial store operating software engineered to assist retail and wholesale businesses with:

• Recording sales, purchases, and cash/credit entries in a local-first digital ledger (Bahi Khata).
• Generating and printing GST and non-GST thermal invoices via standard Bluetooth or USB thermal printers.
• Tracking product inventories, configuring barcode SKUs, and triggering low-stock reorder alerts.
• Dispatching payment reminders via WhatsApp with embedded NPCI UPI deeplinks and dynamic QR codes.
• Administering staff access roles, GPS attendance clock-in tagging, and sales visit muster rolls.
• Exporting structured Excel and PDF summaries for reconciliation with your Chartered Accountant.

All ledger entries are self-declared by the Merchant. The Company makes no representation, warranty, or guarantee concerning the legal enforceability or recoverability of informal credit extended by merchants to third parties.

When you generate WhatsApp payment reminders or present dynamic QR codes:

• The Software encodes a standard NPCI UPI URI string containing your registered UPI ID and the invoice amount.
• When a customer taps the reminder link or scans the QR code, their own UPI or banking application opens directly, and the payment completes on NPCI banking rails.
• The Company is not a party to the payment transaction and neither routes, intercepts, holds, nor guarantees completion of any payment.
• The Company disclaims all liability for bank reconciliation delays, payment network timeouts, incorrect UPI IDs provided by the merchant, or chargeback disputes.

If you activate the staff management, attendance, or field visit tracking capabilities:

• You warrant that you have expressly notified your employees and obtained their voluntary, verifiable consent prior to capturing their GPS geolocation for attendance or field visits.
• You assume full responsibility for compliance with Indian privacy laws and employer-employee workplace guidelines.
• Geolocation data is captured solely during clock-in/out and client check-in events. It is stored in local encrypted databases and encrypted cloud backups.
• The Company does not monetize, sell, or share employee GPS coordinates with any third-party data brokers or marketing entities.
• Configuring appropriate staff permission roles (Owner, Cashier, Store Manager, Delivery Agent) is the merchant's sole responsibility.

The Merchant is solely responsible for ensuring the accuracy and validity of GSTIN numbers, tax classifications (CGST, SGST, IGST), HSN/SAC codes, reverse charge flags, sequential invoice numbering, and statutory return filings (GSTR-1, GSTR-3B). While the Software provides automated calculation tools, the Company makes no legal warranty regarding full compliance with state or central tax laws.

You agree not to utilize the Software to:

• Generate fictitious, circular, or fraudulent tax invoices to evade taxation or claim fraudulent Input Tax Credit (ITC).
• Enter fictitious transaction records to deceive creditors, customers, or statutory authorities.
• Facilitate transactions in violation of the Prevention of Money Laundering Act (PMLA), 2002.
• Reverse engineer, decompile, modify, or scrape proprietary application binaries or backend infrastructure.

Violation of this policy will result in immediate suspension or permanent termination of account access without entitlement to refund.

• Free Tier: Core ledger, local thermal billing, and WhatsApp reminders are provided free of charge with zero recurring commitments.
• Paid Subscriptions: Advanced multi-device synchronization, staff role management, GPS attendance, and priority reporting are billed monthly or annually as transparently quoted on our pricing page.
• Cancellation: You may cancel paid subscriptions at any time directly from the application or by emailing support@msmevyapari.in. Paid feature access persists until the expiration of the current prepaid billing period.
• Price Adjustments: Any pricing revisions will be communicated at least thirty (30) days in advance via in-app banner or registered email.

You retain 100% unconditional ownership of all business data, customer records, catalogs, and transaction ledgers entered into the Software. The Company does not sell, license, rent, or disclose your private business records to any advertising networks, credit bureaus, or financial marketing firms. You may permanently delete your data and cloud backups from the application settings at any time.

All source code, software architecture, UI components, branding trademarks, logos, and documentation associated with MSME Vyapari are the exclusive intellectual property of Celestiq Insights OPC Private Limited. Nothing in these Terms grants you any right, title, or interest to copy, replicate, redistribute, or create derivative works from the Software.

(a) Limitation of Liability: To the maximum extent permitted by applicable Indian law, the Company and its directors, officers, and affiliates shall not be held liable for any indirect, incidental, special, consequential, or punitive damages, including loss of business profits, uncollected customer dues or bad debts, hardware malfunction, loss of un-synchronized local data, or service interruptions caused by telecommunication failures or third-party payment rails. The Company's total aggregate liability arising out of or related to these Terms or your use of the Software shall not exceed the subscription fees actually paid by you to the Company during the three (3) months immediately preceding the event giving rise to liability (or ₹1,000 in the case of Free Tier accounts).

(b) Merchant Indemnification: You agree to defend, indemnify, and hold harmless Celestiq Insights (OPC) Private Limited, its directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or statutory penalties (including reasonable legal fees) arising out of or related to: (i) your breach of these Terms, the Acceptable Use Policy, or applicable statutory laws (including Central/State GST Acts and the PMLA); (ii) any dispute, credit claim, or transaction between you and your customers, suppliers, or third parties; or (iii) your failure to obtain voluntary, verifiable employee consent for attendance or geolocation tracking.

These Terms and any dispute arising out of or related to the Software shall be governed by and construed in accordance with the laws of the Republic of India. Any legal action, suit, or proceeding arising hereunder shall be subject to the exclusive jurisdiction of the competent courts in Bengaluru, Karnataka, India.