These terms and conditions create a contract between you and Argo Translation, Inc. (the “Agreement”). Please read the Agreement carefully.
Argo Translation, Inc. (“Argo Translation”) and your company and all of its affiliates (collectively, “Customer”) agree that the terms and conditions of this Agreement will apply to telephone and video interpreting services (“Interpreting Services”) provided by Argo Translation to Customer.
Term of Agreement
This Agreement shall become effective immediately upon receipt by Customer and will continue in effect until terminated (see Termination Clause below). However, Interpreting Services will not be available until Customer is assigned an Access Code by Argo Translation. During the term of the Agreement, Argo Translation shall make reasonable efforts to provide the Interpreting Services to Customer at such time and date as the parties agree.
Use of Service
1. The following uses of Interpreting Services are prohibited: the transmission of any message or other material which constitutes an infringement of any copyright or trademark; an unauthorized disclosure of a trade secret; the transfer of information or technology abroad in violation of any applicable export law or regulation; a violation of Section 223 of the Communications Act of 1934, as amended, 47 U.S.C. Section 223, or other criminal prohibitions regarding the use of telephones to transmit obscene, threatening, harassing or other messages specified therein; a libelous or slanderous statement; or a violation of any other applicable statute or government regulation. 2. Customer will defend, indemnify and hold harmless Argo Translation and its directors, shareholders, employees, affiliates, agents and other representatives from and against any and all liabilities, claims, damages, costs, expenses (including reasonable attorney’s fees), actions, proceedings, suits, and arbitrations resulting from or arising out of any use of Interpreting Services in any manner prohibited in this Agreement.
Privacy of Communication
In providing Interpreting Services, Argo Translation shall make all commercially reasonable efforts to ensure the privacy of Customer’s communications. Under applicable law, Argo Translation may be obligated to reveal communications which evidence or constitute criminal activity.
Unauthorized Use of Service
Customer agrees to safeguard its Access Code against use by unauthorized persons. Customer shall be solely and fully responsible for charges resulting from use of its Access Code, whether or not such use is authorized. Limited Warranty. Argo Translation warrants to Customer that the Interpreting Services will be provided by qualified personnel in a professional manner. The limited warranty set forth in this Agreement is in lieu of all other warranties of Argo Translation with respect to the interpreting services, and Argo Translation disclaims all other warranties with respect to the interpreting services, express or implied, including (without limitation) the implied warranties of merchantability and fitness for a particular purpose.
Limitation of Liability
Customer acknowledges and agrees that Argo Translation’s liability to Customer, whether in contract, in tort, under any warranty, in negligence or otherwise, will not exceed the amount paid by Customer to Argo Translation for those specific interpreting services, and under no circumstances will Argo Translation be liable to Customer for any incidental, special, indirect, punitive, or consequential damages. The price charged for the interpreting services is a consideration in limiting Argo Translation’s liability. No action, regardless of form, arising out of this Agreement may be brought by Customer more than one year after the cause of action has occurred.
Call Recording
Our communications platform includes built-in call recording capabilities used strictly for internal quality assurance. Recordings are securely stored on local, non-replicated network-attached storage (NAS) devices within a controlled-access environment. All recordings are encrypted using advanced cryptographic standards exceeding AES 256, and playback requires proprietary software, licenses, and authorized access. We do not offer on-demand call recordings to clients. To maintain compliance with HIPAA and internal confidentiality policies, recordings are not shared externally and may be opted out of upon request. Recordings are retained for 90 days, after which they are automatically deleted. When drives are retired, data is securely wiped per DoD standard D5220.22-M and physically destroyed by a certified data destruction provider.
Force Majeure
Neither Argo Translation nor its affiliates shall be liable in any way for any loss, damage, delay or failure of performance resulting directly or indirectly from any cause which is beyond Argo Translation’s reasonable control, including, but not limited to: fire, explosion, lightning, pest damage, ower surges or failures, strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, product or transportation facilities, fuel or energy shortages, acts or omissions of communication carriers (including, without limitation, local exchange companies), or any other cause beyond Argo Translation’s reasonable control, whether or not similar to the foregoing.
Notices
All notices required or permitted to be given to the other party under this Agreement shall be given in writing and either (1) delivered in person, or (2) addressed and deposited in the United States or Canadian mail, postage prepaid. Notices mailed to Argo Translation shall be sent to 1884 Johns Drive, Glenview, Illinois 60025, or to such other address as Argo Translation may specify by giving written notice as provided in this section. Notices mailed to Customer shall be sent to the address for the “Main Contact Name," or to such other address as Customer may specify by giving written notice as provided in this section. Notice shall be deemed given upon delivery, or five (5) days after mailing (if mailed), whichever is earlier. Assignment. Neither the Agreement nor any rights or duties hereunder may be assigned or delegated by Customer or by Argo Translation (other than as provided below) without the prior written consent of the other party. Such consent shall not be unreasonably withheld. Any assignment or delegation in violation of this section shall be void. Notwithstanding the foregoing, Argo Translation reserves the right to assign this Agreement, or any rights or duties under this Agreement, to any affiliated company of Argo Translation, and also reserves the right to assign its right to payment without limitation. This agreement will be binding upon the parties and their respective heirs, personal representatives, successors and assigns, and will inure to their benefit.
Termination
(1) Either party may terminate this Agreement by giving thirty (30) days' written notice. Customer shall be responsible for charges for all Interpreting Services rendered prior to the effective date of the termination. (2) Argo Translation may terminate this Agreement if Customer fails to pay any charge when due or fails to perform or observe any other material term or condition of this Agreement and such failure continues for more than ten (10) days after receipt of written notice of such failure from Argo Translation, or if Customer becomes insolvent or generally fails to pay its debts as they mature. Upon any termination of this Agreement, Customer shall be responsible for charges for all Interpreting Services rendered prior to the effective date of the termination.
Charges
Invoices and Payments. Customer agrees to pay all properly invoiced charges for Interpreting Services at the end of each monthly billing period. Argo Translation will draft these charges on the customer’s credit card attached to this account. Invoices will be sent to the Customer email address. Charges for Telephonic and Video Interpreter Services as of the effective date of this Agreement are determined by your agreed rate per minute, regardless of language or time of day 24/7, with a minimum monthly charge of $50.00 (the “Minimum”). If the per minute charges for Customer in any given month are less than the Minimum, Customer will be charged and owe the Minimum for such month. Argo Translation shall give Customer no less than thirty (30) days advance written notice of any change in such rates or the Minimum.
Late Fees and Charges
Any outstanding balances past due over thirty (30) days will incur a late charge of $10.00. Additionally, interest on the unpaid balance will be computed at 18% per annum.
Supplement
Modification or Waiver. Other than as specifically authorized by the terms of this Agreement, any supplement, modification or waiver of any provision of this Agreement shall be in writing and signed by authorized representatives of both parties.
Waiver and Failure to Exercise Rights
The waiver by either party of any breach of this Agreement shall not operate as a waiver of subsequent breaches of the same or different kind. The failure of either party to exercise any rights under this Agreement in a particular instance shall not operate as a waiver of the party’s right to exercise the same or different rights in other instances.
Survival of Obligations
The obligations of the parties under this Agreement which by their nature would continue beyond the termination or cancellation of this Agreement shall survive such termination or cancellation.
No Third-Party Beneficiaries
Neither this Agreement nor the provision of Interpreter Services shall be construed to create any duty or obligation on the part of Argo Translation to any third parties, including, without limitation, any persons participating in or the subject of conversations for which Interpreter Services are provided. This Agreement does not provide any third party with any right, privilege, remedy, claim, or cause of action against Argo Translation and its affiliates.
Severability
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed from this Agreement with respect to the matter in question, and the remainder of the Agreement shall remain in full force and effect. However, if such a provision is an essential element of the Agreement, the parties shall promptly negotiate a replacement.
Remedies and Choice of Law
Except as otherwise provided in this Agreement, the parties will have any and all rights and remedies available to them under the laws of the State of Illinois. All rights and remedies will be cumulative and may be exercised singularly or concurrently. The construction, interpretation, and performance of this Agreement shall be governed by the domestic laws of the State of Illinois.
Binding Arbitration
In the event of dispute or any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The venue for any dispute shall be in Illinois.
Attorney's Fees
In the event of litigation arising out of, or in any way related to any term set forth in this Agreement, including (without limitation) any proceeding brought under the United States Bankruptcy Code, the prevailing party will be entitled to recover from the losing party, in addition to any other relief awarded, its reasonable attorney’s fees, costs and expenses incurred at arbitration, at trial, on appeal and on petition for review.
Venue
Unless otherwise agreed to by the parties in writing, any controversy or claim arising out of or relating to this Agreement, including (without limitation) the making, performance, or interpretation of this Agreement, will be litigated in courts having sites in Chicago, Illinois. Customer consents and submits to the jurisdiction of any local, state, or Federal court located in Chicago, Illinois, and waives any defense Customer may have as to improper venue, or that any such court is an inconvenient forum.
Counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
Complete and Final Agreement
This Agreement sets forth the entire understanding of the parties with respect to the subject matter and supersedes any and all prior and contemporaneous negotiations, understandings, and agreements between the parties with respect to such subject matter.
Utilizing the service signifies that you accept and agree to these Terms and Conditions.
