Terms of Use

“MSME Exchange”, “we”, “us” and “the platform” mean SnxwFairies Innovations Private Limited, a company incorporated in India (CIN U62013MH2025PTC463031), operating the website at msmeexchange.com. “You” means the person or entity using the platform, whether as a prospective investor, as a business raising capital, or as a professional acting for either.

By creating an account you accept these terms. If you are accepting on behalf of a company, you confirm you are authorised to bind it.

MSME Exchange is a technology platform. It helps a business prepare and document a private placement of its securities under Section 42 of the Companies Act 2013, and it presents verified information about that business to investors the issuing company has identified.

To be unambiguous about the things we are not:

• Not a stock exchange. There is no order book, no price matching, no bid or ask, and no venue on which anyone may deal with anyone else.
• Not a broker or dealer. We do not buy, sell or deal in securities, on our own account or on yours.
• Not an investment adviser. We hold no registration under the SEBI (Investment Advisers) Regulations 2013, and nothing on the platform is advice, a recommendation, a rating, a ranking or a suitability assessment.
• No secondary market. We do not operate one, do not facilitate transfers between investors, and have no plan to build one.
• No custody of money or securities. Subscription money goes to the issuing company’s own bank account. Shares are allotted by the company to your own demat account. We hold neither.

We are not registered with, licensed by, or approved by the Securities and Exchange Board of India, the Reserve Bank of India, or any other regulator, and we do not claim to be.

You must be at least 18 years old and legally capable of entering into a contract under the Indian Contract Act 1872. An account is personal to you. You are responsible for keeping your credentials confidential and for everything done through your account.

Access to any listing, financial detail, valuation or company identity requires a verified account and completed onboarding. This is not a product decision: Section 42(7) of the Companies Act forbids advertising a private placement to the public, so this information cannot lawfully be shown to an unauthenticated visitor.

We may suspend or close an account where information given to us is false, where a statutory check cannot be completed, or where use of the platform breaches these terms.

Every check we run records where the answer came from, when it was obtained, and what was actually returned. A check displayed as complete tells you that a named source was consulted on a stated date — no more than that.

Some checks are performed by a named human reviewer examining a document or an official portal. Those are real checks and are labelled as such. Where a check has been run against a test or sandbox environment rather than a live source, the platform will not report it as verified.

A verification is a statement about information, not a guarantee about a business, its prospects, or its conduct. It does not make an investment safe.

Where a score is shown, it is a summary of data that has been verified — nothing more. It is not a credit rating, not a risk grade, not an endorsement, and not a prediction. It does not mean we consider an investment suitable for you, or suitable at all.

We do not rank listings by attractiveness, do not recommend any of them, and do not publish expected or projected returns of our own. Where a return range appears against a listing, it is the issuing company’s own stated terms, attributed to it.

You send subscription money directly to the issuing company’s bank account, on the terms of that company’s private placement offer letter (Form PAS-4). We never receive, hold, pool or control it, and we cannot refund it.

Under Section 42(6) of the Companies Act 2013, the company must allot the securities within 60 days of receiving your money. If it does not, it must repay you within a further 15 days, and interest at 12% per annum runs from the expiry of that period. That obligation is the company’s, not ours.

Filing the return of allotment (Form PAS-3) is likewise the company’s statutory obligation. We prepare and retain the records that support it; we do not file on the company’s behalf and cannot guarantee that it does.

A private placement under Section 42 may be made only to identified persons, and to no more than 200 persons in a financial year per kind of security, excluding qualified institutional buyers and employees under a stock option scheme. The platform enforces this cap when a commitment is made.

You may not forward, publish, post or otherwise circulate any offer document, listing, financial statement or company identity you obtain here. Doing so may convert a lawful private placement into a public offer, with consequences for the issuing company under Section 42(10).

You are responsible for the truth, completeness and currency of everything you submit — financial statements, filings, director details, the terms of the offer. You warrant that you are authorised to make the offer, that the required board and shareholder approvals exist, and that the placement complies with the Companies Act and the rules made under it.

You remain the offeror throughout. We do not make, underwrite, guarantee or endorse your offer, and we do not become a party to the subscription contract between you and an investor.

You agree not to:

• submit information you know to be false, or impersonate another person or business;
• scrape, crawl, or systematically extract data from the platform, or attempt to bypass authentication, rate limits or access controls;
• use the platform to solicit investors outside the identified-persons framework of Section 42, or to advertise a placement publicly;
• offer, arrange or advertise any transfer of securities acquired through the platform to another person on or through the platform;
• upload malicious code, or interfere with the operation or security of the service.

What the company pays. A platform fee of 2% of the amount raised is deducted at settlement, so a company raising ₹1,00,00,000 receives ₹98,00,000 and the balance is our fee. It is shown to the company before it accepts any commitment. Fees are exclusive of GST unless stated otherwise.

What the investor pays. Nothing. We charge investors no fee, no commission and no share of any gain. The amount you commit is the amount that counts towards your subscription.

We are not a broker and do not act for either side in the transaction. The fee is for the use of the platform and the work of preparing and evidencing the placement — it is not remuneration for procuring an investor, and it does not make us a party to the subscription contract between you and the company.

We aim to keep the platform available but do not promise uninterrupted access. We may suspend it for maintenance, for security, or where a third party we depend upon is unavailable. Where a statutory check cannot be completed because an external source is down, the platform will report the check as unavailable rather than assume an answer.

Nothing in these terms excludes liability for fraud, for death or personal injury caused by negligence, or for anything else that cannot lawfully be excluded.

Subject to that, we are not liable for the performance of any business listed on the platform, for the conduct of any issuing company or investor, for any loss in the value of an investment, or for a company’s failure to allot or to repay under Section 42(6). Our total liability to you in connection with the platform is limited to the fees you have paid us in the twelve months before the claim arose.

How we collect, use, retain and delete personal data is set out in our Privacy Policy, which forms part of these terms. You can see what we hold about you, what each verification found, and what erasure would and would not remove, from inside your account.

We may change these terms. The date at the top of this page always reflects the current version, and we will tell you in the platform before a material change takes effect. Continuing to use the platform after that means you accept the change.

These terms are governed by the laws of India, and the courts at the place of our registered office have exclusive jurisdiction.

If something goes wrong, please raise it through our grievance redressal process before anything else — it has a named route, an acknowledgement deadline and a resolution deadline. For anything about these terms, write to ◍our legal address — not yet published.