CLOCK SOFTWARES SaaS Terms & Conditions

For purposes of these Terms:

• “Service” means any SaaS software, web application, mobile application, API, cloud service, dashboard, feature or related service provided by Clock Softwares.
• “Product” means any individual Clock Softwares software product, including but not limited to Klear Service, Keepbilling and future products.
• “Subscription Plan” means the plan selected and purchased by the Customer.
• “Customer Data” means information, records, documents, files, customer details, employee details, invoices, service records, inventory records and other information entered, uploaded or generated by the Customer through the Service.
• “Account” means the Customer’s registered account and associated login credentials.
• “Subscription Period” means the period for which the Customer has paid for the applicable Service.

By creating an account, purchasing a plan, accessing a trial, logging into or using the Service, you confirm that:

1. You have read and understood these Terms.
2. You have authority to enter into this Agreement.
3. You agree to comply with all applicable laws.
4. You accept the applicable pricing, plan limits and product-specific terms.
5. You accept the Company’s Privacy Policy and SLA, where applicable.

These Terms constitute a legally binding agreement between the Customer and Clock Softwares.

Clock Softwares provides software primarily through a Software-as-a-Service (“SaaS”) model. Unless expressly agreed in writing:

• The Customer receives a limited right to use the Service.
• The Customer does not purchase ownership of the software.
• No source code is transferred to the Customer.
• No intellectual property rights are transferred.
• No server or hosting ownership is transferred.
• No database architecture or infrastructure ownership is transferred.
• The Customer receives only the rights expressly granted under the applicable Subscription Plan.

Subject to payment of applicable fees and compliance with these Terms, Clock Softwares grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Service during the active Subscription Period. The Customer shall not:

• Copy the software.
• Reverse engineer the software.
• Decompile or disassemble the software.
• Modify or create derivative software.
• Reproduce the software.
• Resell the software.
• Rent, lease or sublicense the software.
• Share paid accounts with unauthorized persons.
• Circumvent subscription restrictions.
• Attempt to obtain source code.
• Attempt to access another customer’s account or data.
• Use the Service to develop a competing product.

Clock Softwares continuously improves and adapts its products. Any changes, adjustments, upgrades, additions, restrictions, or discontinuations in subscription plans, plan limits, specifications, and product features can be done by Clock Softwares at any time without prior notice. Accordingly, features, modules, interfaces, workflows, reports, APIs, integrations, mobile applications, dashboards and other functionality may be:

• Added;
• Modified;
• Improved;
• Replaced;
• Temporarily suspended;
• Deprecated; or
• Permanently removed.

Clock Softwares reserves the right to make changes in plans, feature sets, and resource allocations at any time without prior notice. The Company shall make reasonable efforts to maintain core system stability, but does not guarantee that every feature or third-party integration will remain permanently available. Feature availability may also vary according to the Customer’s Subscription Plan.

Clock Softwares may release:

• Bug fixes;
• Security updates;
• Performance improvements;
• UI/UX changes;
• New modules;
• Database improvements;
• Infrastructure changes;
• Mobile application updates;
• API changes;
• Third-party integrations.

Some updates may occur automatically. The Customer acknowledges that software products are continuously evolving and that minor changes may be implemented without prior notice. Material changes affecting core contractual obligations may be communicated through reasonable means where appropriate.

Services may be offered through:

• Monthly plans;
• Annual plans;
• Other subscription periods;
• Promotional plans;
• Trial plans;
• Custom/business plans; or
• Other plans introduced by Clock Softwares.

Each plan may contain specific limitations regarding:

• Number of users;
• Engineers/technicians;
• Companies;
• Transactions;
• Storage;
• Features;
• API usage;
• Integrations;
• Reports;
• Other resources.

The applicable plan displayed at the time of purchase shall govern the Customer’s entitlement.

Clock Softwares reserves the right to make changes in plans, pricing, and features at any time without prior notice. This includes the right to:

• Change subscription prices;
• Introduce new plans;
• Modify existing plans;
• Change resource limits and feature allocations;
• Introduce additional paid features;
• Discontinue plans;
• Change promotional pricing.

Price changes and feature modifications may be applied at any time without prior notice, and shall apply to renewals or new purchases immediately. Applicable taxes, including GST, shall be charged as required by law.

The Customer agrees to pay all applicable fees before or at the time required to activate or continue the Service. Payments may be processed through third-party payment gateways. Clock Softwares does not store complete payment-card information unless specifically permitted and technically required under applicable payment standards. The Customer is responsible for providing accurate billing information.

Subscription fees, activation fees, upgrade fees, renewal fees, and any other Service charges are strictly non-refundable in any case and under all conditions, including but not limited to:

• Change of mind, dissatisfaction, or alternate choice;
• Non-use of the Service or lack of user activity;
• Partial use of a billing cycle or unused days/months;
• Failure or inability to use features, modules, or integrations;
• Failure to configure or adapt the software for internal business operations;
• Employee turnover, lack of staff training, or internal organizational changes;
• Plan downgrading;
• Business closure, slowdown, or liquidation;
• Lack of internet access, device incompatibility, or local hardware issues;
• Expiration before the end of the paid period;
• Failure to cancel before automatic renewal.

All sales, subscriptions, and renewals are final. Customers are encouraged to evaluate product specifications and explore available product details prior to purchasing.

Where automatic renewal is enabled, the Customer authorizes the applicable payment provider to process the renewal payment according to the selected subscription terms. The Customer is responsible for maintaining valid payment information. Where automatic renewal is not enabled, the Customer must manually renew the Service.

The Customer is responsible for:

• Maintaining account security;
• Maintaining password confidentiality;
• Controlling employee access;
• Controlling administrator access;
• Using strong passwords;
• Removing former employees/users;
• Preventing unauthorized access.

Any activity performed through the Customer’s account may be treated as activity authorized by the Customer unless the Customer promptly informs Clock Softwares of suspected unauthorized access. Clock Softwares shall not be responsible for losses resulting from Customer negligence in protecting account credentials.

The Customer retains ownership of its Customer Data. Clock Softwares does not claim ownership of Customer Data merely because the data is stored or processed through the Service. However, the Customer grants Clock Softwares a limited right to host, store, process, transmit, backup and otherwise process Customer Data solely as reasonably necessary to provide, secure, maintain and improve the Service and comply with legal obligations.

Clock Softwares shall not sell Customer Data as a commercial data product. Clock Softwares shall not intentionally resell Customer Data to third parties for their independent commercial use. Customer Data shall not be used for unrelated advertising or commercial profiling without an appropriate legal basis and, where required, Customer authorization.

Clock Softwares shall not intentionally disclose Customer Data except where reasonably necessary:

1. To provide the Service;
2. To authorized service providers processing data on the Company’s behalf;
3. To maintain infrastructure, hosting, security or backups;
4. To comply with applicable law;
5. In response to lawful government or judicial requirements;
6. To investigate fraud, abuse, security incidents or unlawful activity;
7. To protect the rights, safety or property of Clock Softwares, Customers or others.

Where legally permitted, the Company may seek to provide reasonable notice regarding legally compelled disclosures.

The Service may operate using cloud infrastructure, hosting providers, databases, content delivery networks, backup systems and other technical infrastructure. Clock Softwares may use third-party infrastructure providers. For security and operational reasons, Clock Softwares is not required to disclose:

• Server IP addresses;
• Internal server architecture;
• Database server details;
• Internal network topology;
• Security configurations;
• Credentials;
• Infrastructure diagrams;
• Internal monitoring systems;
• Backup architecture;
• Other sensitive infrastructure information.

Clock Softwares will implement reasonable technical and organizational measures appropriate to the nature of the Service to protect Customer Data. However, no internet-based system can be guaranteed to be completely secure. The Customer acknowledges that:

• Internet transmission involves inherent risks;
• Security incidents may occur despite reasonable safeguards;
• Customer devices and networks may be compromised;
• Weak passwords can create security risks.

Customers must immediately notify Clock Softwares if they suspect unauthorized access.

The Customer is solely responsible for:

• Accuracy of data entered;
• Legality of data entered;
• Obtaining necessary permissions;
• Maintaining appropriate user access;
• Compliance with applicable laws;
• Maintaining appropriate backups where necessary;
• Reviewing reports and generated documents;
• Verifying financial, tax, billing or business information before relying upon it.

Clock Softwares provides software tools and does not become responsible for the Customer’s underlying business decisions.

The Customer shall not use the Service to:

• Conduct unlawful activities;
• Commit fraud;
• Facilitate financial crime;
• Store malicious software;
• Distribute malware;
• Attack or disrupt infrastructure;
• Attempt unauthorized access;
• Conduct penetration testing without written authorization;
• Perform vulnerability exploitation;
• Conduct denial-of-service attacks;
• Scrape the Service;
• Circumvent security controls;
• Abuse APIs;
• Upload illegal content;
• Infringe intellectual property;
• Harass or threaten others;
• Send unauthorized spam;
• Conduct phishing;
• Attempt to compromise other accounts.

Misuse of the Service will not be tolerated. Clock Softwares may immediately restrict, suspend or terminate an account where it reasonably believes the account is being used for:

• Fraud;
• Abuse;
• Security attacks;
• Illegal activity;
• Unauthorized access;
• Excessive resource consumption;
• Circumvention of plan restrictions;
• Reverse engineering;
• Data scraping;
• Distribution of malicious content;
• Activities that threaten the Service or other customers.

Where legally appropriate, the Company may cooperate with law enforcement or other competent authorities.

All rights, title and interest in:

• Software;
• Source code;
• Object code;
• Architecture;
• Algorithms;
• UI/UX;
• Designs;
• Logos;
• Branding;
• Documentation;
• Databases and database structures;
• Workflows;
• APIs;
• Product concepts;
• Technical implementations;

belong to Clock Softwares or its applicable licensors unless expressly stated otherwise. Nothing in these Terms transfers ownership of such intellectual property to the Customer.

The Customer acknowledges that subscription to the Service does not include source-code ownership or source-code delivery. Unless a separate written development agreement specifically states otherwise: Clock Softwares shall have no obligation to provide source code, repositories, build files, deployment scripts, database structures, server configurations or proprietary technical documentation to the Customer.

Any customization, integration or development requested by the Customer may be subject to:

• Separate quotation;
• Separate development agreement;
• Additional charges;
• Additional timelines;
• Technical limitations.

Unless expressly agreed otherwise in writing, customized work does not transfer ownership of Clock Softwares’ underlying platform, framework or proprietary technology.

The Service may integrate with or rely upon third-party services and APIs, including but not limited to:

• WhatsApp (including WhatsApp Business API, Cloud API, messaging gateways, chat triggers, automated customer dispatch and billing notifications);
• Payment gateways and banking processors;
• SMS delivery services and aggregators;
• Email delivery systems and SMTP relays;
• Cloud hosting, CDN, and object storage providers;
• Mapping and geolocation services;
• OAuth and Single Sign-On authentication providers (Google, etc.);
• Third-party business applications, accounting packages, and GST portal APIs.

Third-party services, including WhatsApp and Meta Platforms, operate under their own independent terms of service, policies, and API availability standards. Clock Softwares is not liable for service downtime, rate limits, account blocks, template rejection, or communication failures resulting from third-party actions, updates, or outages.

The Customer is responsible for:

• Internet connectivity;
• Compatible devices;
• Operating systems;
• Browsers;
• Mobile devices;
• Local network;
• Electricity;
• Third-party software required to access the Service.

Upon expiration of a paid Subscription Plan, access to active functionality may be disabled. Unless the account is terminated earlier due to serious violation: The Customer may receive read-only/view access to applicable stored data for up to 30 days after subscription expiry. During this period:

• New transactions may be disabled;
• Editing may be disabled;
• New records may be disabled;
• Certain reports/functions may be restricted;
• Subscription features may remain unavailable;
• The account may be available only for viewing existing information.

The Company may require renewal before restoring full functionality.

After the applicable post-expiry retention period, Clock Softwares may permanently delete or anonymize Customer Data in accordance with its Account Deletion & Data Retention Policy. The Customer is responsible for exporting or otherwise retaining any information it legally requires before the applicable deletion period expires. Where backups exist, deletion from backup systems may occur according to normal backup retention cycles.

Clock Softwares may suspend access where:

• Payment is overdue;
• The account violates these Terms;
• Security is threatened;
• The Service is being abused;
• Legal requirements require suspension;
• The Customer presents a risk to the Service or other customers.

Where practical, the Company may provide notice before suspension.

Either party may terminate the relationship subject to applicable contractual terms. Clock Softwares may terminate immediately in cases involving:

• Serious breach;
• Illegal activity;
• Fraud;
• Security abuse;
• Reverse engineering;
• Unauthorized resale;
• Repeated payment violations;
• Threats to infrastructure;
• Other serious misuse.

Termination does not eliminate amounts already due.

The Service is provided on an “as available” and “as is” basis to the maximum extent permitted by law. Clock Softwares does not guarantee that:

• The Service will always be uninterrupted;
• Every feature will always be available;
• The Service will be completely error-free;
• The Service will meet every business requirement;
• The Service will work with every third-party system;
• Data will never be lost due to unforeseen circumstances.

Clock Softwares provides software functionality and does not provide legal, accounting, tax, financial or professional advice unless expressly stated under a separate service agreement. The Customer must independently verify important financial, tax, accounting, compliance and business information before relying upon it.

To the maximum extent permitted by applicable law, Clock Softwares shall not be liable for indirect, incidental, special, consequential or punitive damages, including loss of:

• Profits;
• Revenue;
• Business;
• Goodwill;
• Expected savings;
• Business opportunities;
• Data;
• Contracts.

To the maximum extent permitted by law, the Company’s aggregate liability arising from the Service shall be limited to the amount actually paid by the Customer for the affected Service during the applicable [3/6/12]-month period preceding the event giving rise to the claim.

Nothing in these Terms excludes liability that cannot legally be excluded.

Clock Softwares shall not be liable for failure or delay or loss of data caused by events beyond reasonable control, including:

• Natural disasters;
• Fire;
• Flood;
• Earthquake;
• War;
• Terrorism;
• Government action;
• Internet backbone failures;
• Cloud infrastructure failures;
• Power failures;
• Telecommunications failures;
• Cyberattacks;
• Epidemics/pandemics;
• Strikes;
• Other extraordinary events.
• Sudden Server or Storage Crash

To the extent permitted by law, the Customer agrees to indemnify and hold harmless Clock Softwares and its representatives from claims, losses, liabilities and expenses arising from:

• Customer’s unlawful use of the Service;
• Customer Data;
• Customer’s breach of these Terms;
• Unauthorized use of the account;
• Intellectual property infringement by Customer content;
• Violation of applicable law.

Clock Softwares may update these Terms from time to time. The latest version will be published through the applicable website or Service. Continued use after an updated version becomes effective constitutes acceptance of the revised Terms, subject to applicable law.

Notices may be provided through:

• Email;
• In-app notifications;
• Website notices;
• Account notifications;
• Other reasonable electronic means.

Customers are responsible for maintaining a valid email address.

These Terms shall be governed by the laws of India. Subject to applicable law, courts having jurisdiction in Mumbai, Maharashtra, India shall have exclusive jurisdiction over disputes arising from or relating to the Service or these Terms.

The parties shall first attempt to resolve disputes through good-faith discussions. If a dispute cannot be resolved amicably, either party may pursue remedies available under applicable Indian law. Nothing in this clause prevents a party from seeking urgent interim or injunctive relief where legally available.

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in effect.

These Terms, together with applicable:

• Privacy Policy;
• SLA;
• Subscription Plan;
• Product-specific terms;
• Order form;
• Written quotation;
• Separate agreements;

constitute the agreement governing the Customer’s use of the Service.