General Terms and Conditions

These Terms and Conditions (the “Terms”) form a part of the legal agreement between Argos Multilingual (as defined below) and the person or legal entity identified on each Order (the “Client”). An “Order” is any quote, purchase order, order form, statement of work, or other document that describes language services or other related services to be performed by Argos Multilingual (the “Services”) that is offered and accepted or otherwise entered into by each of Argos Multilingual and a Client. These Terms, together with the terms of the Order, may be referred to as the “Agreement.” Argos Multilingual and Client may each be referred to as a “Party,” and collectively as the “Parties.”

1. Services and Deliverables

Argos Multilingual will perform the Services as set forth in each Order, subject to the terms of this Agreement and Client’s performance of its obligations related to this Agreement.

Client shall reasonably cooperate with Argos Multilingual in its performance of the Services, including by promptly providing all materials and information set forth in each Order (the “Client Materials”) and by otherwise responding to questions and requests posed by Argos Multilingual.

Argos Multilingual may use subcontractors to fulfill its obligations under these Terms, provided that Argos Multilingual remains fully responsible for the subcontractor’s compliance with this Agreement and the performance of the Services.

Unless otherwise specified in an Order, Argos Multilingual may determine the structure and delivery of the Services, including the methods, design, and functionality.

“Deliverable” means the deliverable described in an Order as produced by Argos Multilingual from the Client Materials and delivered to Client.

2. Fees and Payment

• Client shall pay all of the fees set forth in each Order (the “Fees”) and any out-of-pocket expenses described in an Order or as otherwise agreed by Client in writing (“Expenses”).
• Argos Multilingual will issue invoices for the Fees and Expenses set forth in each Order or as otherwise agreed by the Parties. Client shall pay each invoice within 30 days from the date of invoice, unless otherwise agreed in writing by Argos Multilingual.
• Client shall be responsible for the collection and payment of any applicable present or future services, sales, use, excise, goods, property, value added, or other taxes or duties levied against or upon the provision of Services (excluding taxes based upon Argos Multilingual net income). If Argos Multilingual elects to pay or collect any such taxes, the appropriate amount of such taxes shall be invoiced to and paid by Client unless Client provides Argos Multilingual with a valid tax exemption certificate authorized by the appropriate taxing authority. Client will make all payments to Argos Multilingual free and clear of, and without reduction or withholding for, any taxes.
• If Client disputes any charges on any invoice, Client must deliver a detailed written notice of the grounds for such dispute within 14 days of receipt of such invoice, and Client and Argos Multilingual each agree to use their best efforts to promptly resolve any such dispute.
• Argos Multilingual may charge interest of 1% per month, or the maximum permitted by law, whichever is less, on all overdue payments.
• If Client requires purchase order numbers or supporting documentation to be included on invoices, this requirement must be set forth in the Order; otherwise, Argos Multilingual reserves the right to invoice for Services delivered, and Client shall pay the Fees and Expenses as invoiced.

3. Intellectual Property

Client hereby grants to Argos Multilingual a non-exclusive, royalty-free license to copy, create derivative works of, and otherwise use the Client Materials to provide the Services. Client represents, warrants, and covenants that it has all rights necessary to provide Argos Multilingual with the Client Materials and the license set forth above.

Upon Client’s payment in full of all applicable invoices, Argos Multilingual hereby assigns all rights, title, and interest in and to the Deliverables to Client. To the extent permitted by applicable law, the Deliverables shall be considered “works made for hire” for the benefit of the Client.

Notwithstanding any other term in this Agreement, Argos Multilingual retains all right, title, and interest in and to all content, materials, tools, methodologies, know-how, software, technology, and other intellectual property developed, owned, or controlled by it (i) prior to the effectiveness of this Agreement and (ii) other than the Deliverables, developed during its provision of the Services.

4. Confidentiality

Each Party shall protect the confidentiality of the other Party’s confidential information using at least reasonable care. Confidential information may only be disclosed to the receiving Party’s affiliates, officers, employees, contractors, subcontractors, or agents who have a legitimate need to know such information and are bound by confidentiality obligations no less protective than those set forth in these Terms, or as required by applicable law.

These obligations shall survive for five (5) years following the completion of each applicable Order.

5. Warranties and Remedies

Argos Multilingual warrants that the Deliverables will substantially meet the requirements set out in the applicable Order. To make a claim under this warranty, the Client must notify Argos Multilingual of any non-conformity within 60 days of delivery. After this period, the Client waives all related claims. Argos Multilingual will correct any timely reported non-conformities at no additional cost. This correction is the Client’s sole and exclusive remedy for a breach of this warranty.

Except as expressly stated in this Agreement, Argos Multilingual makes no representations and provides no warranties, whether express or implied, by law or otherwise, and specifically disclaims all other warranties.

6. Limitations of Liability

Neither party (nor any affiliate thereof) shall be liable to the other party (or any affiliate thereof) for any special, consequential, incidental, punitive, or indirect damages or for any loss of goodwill, business, profits, or opportunity arising from or relating to this Agreement. In no event shall Argos Multilingual’s or its affiliates’ aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the amounts paid by client to Argos Multilingual pursuant to the Order under which such liability arose.

7. Argos Multilingual Affiliates; Governing Law

“Argos Multilingual” means the applicable Argos Multilingual legal entity set forth below that is identified in connection with each applicable Order.

This Agreement shall be governed by the laws of the jurisdiction, and the Parties hereby submit to the exclusive jurisdiction of the courts, set forth opposite the applicable Argos Multilingual legal entity that is a Party to this Agreement:

The governing law referenced above shall be the law that would be applicable to agreements made and performed solely within such jurisdiction, without giving effect to any conflicts or choice of law principles which otherwise might be applicable. All disputes arising out of or in relation to the Agreement shall be submitted to the courts located in the jurisdiction set forth above.

8. Miscellaneous

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all assets to a successor entity.

Neither Party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, internet failures, or governmental actions (“Force Majeure”).

This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, understandings, or proposals, whether written or oral, unless replaced by a separate written agreement signed by both Parties. No terms or conditions referenced by or included in a purchase order, acceptance document, or any other Client order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be canceled.

In the event of a conflict between these Terms and the terms contained in an Order, such conflict shall be resolved by giving priority to the Order.

If any provision of this Agreement is held invalid or unenforceable, that provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect.

Any waiver of rights must be in writing and signed by the waiving Party.

Argos Multilingual may modify or amend the terms of this Agreement at any time and from time to time in its sole discretion. Client may terminate this Agreement after any such modification or amendment by providing Argos Multilingual written notice of such termination. If Client does not provide such notice, then it shall be deemed to have accepted such modification or amendment of these terms.

Either Party may terminate this Agreement upon a breach by the other Party of any material term of this Agreement, where the breach is not cured within 30 days from receipt of notice, or for a longer period as may be mutually agreed by the Parties.

All payment obligations accrued prior to the date of termination, as well as Sections 3 through 9 of this Agreement, shall survive the expiration or earlier termination, for any reason, of this Agreement.