Terms of service

01Who we are and what you're buying

YaCuadra is a service of DiVincenzo Development LLC, a company organised in the United States of America.

What you buy is a subscription to software that reconciles the payouts a marketplace makes to a seller and produces the period's journal entry. It is not an accountancy service, tax advice, or an audit.

These terms, together with the privacy policy published on this site and the price current when you subscribe, form the whole agreement between you and us.

02Definitions

Service: the reconciliation software you subscribe to, including its interfaces, reports and output files.

Customer: whoever buys the subscription, whether an accounting firm or a seller directly.

User: each person the Customer gives access to the account.

Seller: the holder of the marketplace account whose transactions are reconciled.

Period: the marketplace settlement cycle reconciled in one run.

Finding: a difference the Service detects and flags for a person to review.

03Eligibility

The service is for accounting firms and professionals, and for sellers contracting directly. It is not directed at consumers or at children.

Whoever contracts confirms they can enter into a binding agreement and, when acting for a company, that they are authorised to do so.

04Account, users and credentials

You are responsible for your account credentials and for everything done with them. Tell us immediately if you suspect unauthorised access.

Each person must have their own user. Credentials are not shared.

When someone leaves your firm, removing their access is your responsibility, not ours. We may act on an account at the request of whoever is listed as its administrator.

05What the service does

We read — read-only — the period's marketplace account statement and payment-gateway transactions, cross them, rebuild each sale, prove that the sum of the parts equals the amount received, and hand back the journal entry with the working papers behind it.

When a refund or chargeback arrives that belongs to a period already closed, the service restates that period rather than changing it: the history is kept and the correction is traceable.

Findings are graded by severity. Some stop a period from being closed; others are documented as exceptions for a person to decide on. That decision is always yours.

06What we do not do

We state this expressly, because it defines the service as much as the rest.

We do not move money and have no access to anyone's funds. We never receive, transfer or hold money, which is why the service needs no financial licence.

We do not issue, stamp or cancel tax invoices. We do not hold electronic signing certificates or tax authority credentials. We do not keep books, inventory, listings or pricing. We do not file returns. We do not give tax advice or a professional opinion on your situation.

We promise no recovery of any amount. The service shows differences; claiming them from the marketplace, where that applies, is yours to do.

07What we need from you

To work, the service needs current read-only access to the marketplace account and the payment gateway, or the period's files if you would rather upload them.

It also needs the seller's configuration to be correct — tax status, applicable rates, ledger accounts — because the result depends on it.

If access is revoked, if files arrive incomplete, or if the configuration is wrong, the service cannot reconcile the period and will say so rather than guess. A result that depends on incorrect data you gave us is not our responsibility.

08Pricing, billing and invoices

The subscription is charged in advance, per seller account per period, at the rate current when you subscribe.

We issue a tax invoice for each charge using the details you give us. Keep them current — we cannot reissue a document for incorrect details outside the periods the rules allow.

A price change is given at least 30 days' notice and applies from your next billing period. If you do not agree, you may cancel before it takes effect.

09Taxes

Prices are shown before tax. Applicable taxes are added to the charge and shown on the invoice.

If a withholding applies because of where you are established or your tax status, tell us before the first charge and give us the supporting document.

10Non-payment and suspension

If a charge fails we will tell you, and you have ten working days to put it right.

After that we may suspend access. Suspension does not delete your data: for the following 30 days you can settle the charge or export the information.

Suspension for non-payment does not release us from the obligations about your data set out in the privacy policy.

11The firm's data and its clients' data

For the personal data of your own clients, your firm is the controller and we are the processor: we handle it on your instructions and only to provide the service.

By uploading a client's information you confirm you have the authorisation to do so and have informed that client as the applicable law requires.

Our handling of data is governed by the privacy policy published on this site, which forms part of these terms.

12Confidentiality

Each party will treat the other's non-public information that it accesses under this agreement as confidential, and will not disclose it to third parties except to those who need it to perform the agreement and are bound by the same duty.

The duty does not apply to what was already public, what was lawfully known beforehand, or what must be disclosed at the requirement of a competent authority. In that last case, where the law permits, the other party will be told.

Confidentiality survives termination by two years, and without time limit for personal data.

13Intellectual property

The software, its documentation, its design and the associated marks are ours and remain ours. The subscription grants a non-exclusive, non-transferable right of use, limited to the term of the agreement. It includes no source code and no right to decompile, copy or make derivative works.

Your information, and the files the service produces from it, are yours. We claim no ownership of them and use them for no purpose other than providing the service to you.

If you send us suggestions or feedback about the product, we may use them to improve it with no obligation to compensate you, and without that giving us any right over your information.

14Acceptable use

You may not use the service for unlawful purposes, attempt to reach other customers' data, work around technical or usage limits, subject it to load or security testing without written permission, resell access, or upload information you have no right to.

You also may not use it to build a competing product from how it works.

We may suspend an account that puts the service or other customers' data at risk, telling you as soon as is reasonable.

15Support

We give support by email on working days, in English and Spanish. We answer a first contact within the next working day.

Support covers how the service works: errors, questions about a finding, help with configuration. It does not cover accounting or tax questions, which are for your own professional judgement or your adviser.

16Availability and maintenance

We aim to keep the service continuously available, but do not warrant uninterrupted or error-free operation, and we offer no committed service level with penalties.

Planned maintenance is announced at least 48 hours in advance and carried out outside working hours where possible. Urgent security maintenance may happen without notice.

The service depends on the marketplace's and the payment gateway's interfaces. If a third party changes or interrupts theirs, the service may be affected for reasons outside our control.

17Limitation of liability

The service is a reconciliation tool, not a substitute for professional judgement. Its output depends on what the marketplace and the payment gateway report, which we do not control. A finding is a signal to check, not a determination, and the absence of findings is not a guarantee that no differences exist.

Review of the accounting records and returns, and professional responsibility for them, remain with whoever signs them.

So far as the law allows, our total liability to you for any claim relating to the service is limited to what you paid us in the twelve months before the event giving rise to it. We are not liable for lost profits, data loss attributable to a third party, tax penalties, or indirect or consequential loss.

None of this limits liability that cannot be limited by law, including for fraud, gross negligence or personal injury.

18Indemnity

You will indemnify us against third-party claims arising from information you uploaded without authorisation, from use of the service contrary to these terms, or from your failure to meet your own data-protection obligations.

We will indemnify you against third-party claims alleging that the software infringes their intellectual property rights.

In either case, whoever receives the claim must give prompt notice, allow the other party to take part in the defence, and not settle without its consent.

19Force majeure

Neither party is liable for a failure caused by events outside its reasonable control: natural disasters, conflict, acts of authority, widespread telecommunications or power failures, or the prolonged outage of a third-party service the service depends on.

The affected party will give notice as soon as it can. If the cause lasts more than 30 days, either party may terminate without penalty.

20Assignment and subcontracting

You may not assign this agreement without our written consent. We may assign it to a company in the same group or as part of a business transfer, on notice to you and without reducing your rights.

We may use providers to operate the service. We are answerable for them as if they were our own. The providers that handle personal data are listed in the privacy policy.

21Term, termination and data export

The subscription renews for equal periods until you cancel. You may cancel at any time, effective at the end of the period you have paid for; we do not refund periods already begun unless the law requires it.

We may end the agreement for serious breach, on notice and with an opportunity to put it right where that is possible. We may also discontinue the service on at least 90 days' notice, refunding the unused part of anything paid in advance.

On termination you can export your data for 30 days, in machine-readable formats. After that we delete it, except what we must keep by law.

The clauses on confidentiality, intellectual property, limitation of liability, indemnity and jurisdiction survive termination.

22Notices

Notices under this agreement are given by email: to us, at the address published on this site; to you, at the address registered on your account.

Keeping that address current is your responsibility. A notice is treated as received on the working day after it is sent.

Operational announcements — maintenance, incidents, price changes — may also be given inside the application.

23Governing law and jurisdiction

These terms are governed by the laws of the United States of America.

Any dispute is submitted to the competent courts of the United States of America.

Before going to court, the parties will try to resolve the difference in good faith for 30 days from the first written claim.

None of this affects the mandatory rules of Mexico or Colombia that apply to a customer contracting there, in particular those on personal data, or the rights those rules give them.

24Entire agreement and general

These terms, with the privacy policy and the price you subscribed at, replace any earlier agreement or promise on the same subject, oral or written.

If a clause turns out to be void or unenforceable, it is treated as not written and the rest stays in force. Not exercising a right is not a waiver of it.

The parties act independently: this agreement creates no partnership, joint venture, agency or employment relationship between them.

Section headings are a reading aid and do not limit what the sections say.

25Changes to these terms

Any change is published on this page, with the update date shown above.

Material changes are notified by email at least 30 days in advance, and if you do not agree you may cancel before they take effect. Continuing to use the service after that date means you accept them.