These Terms of Use are a binding legal agreement between you and TRI-TRAB Translation Industry Transparency Board Ltd. (“TRI-TRAB”) that governs your right to use the Translation Industry Transparency Board online platform (the “Platform”). When used in these Terms of Use, “TRI-TRAB,” “we,” “us,” or “our” refers to Translation Industry Transparency Board Ltd., a company incorporated pursuant to the laws of the Province of Ontario, Canada, whose registered address is c/o Keslassy Freedman Gelfand LLP, 2345 Yonge Street, Suite 300, Toronto, ON Canada, M4P 2E5.

1. Purpose

   TRI-TRAB offers the Platform to its members (“Members”). Members who are linguists, project managers, developers, designers, engineers, content writers, localisation professionals or any other type of language industry professional (“Professional Members”) or clients of translation agencies (“Client Members”) may post reviews on the Platform concerning translation agencies. Members who are translation agencies (“Agency Members”) may respond to reviews posted about them by Professional Members.

   When used in these Terms of Use, “you” or “your” refers to the Member who is agreeing to these Terms of Use.

2. Rules for Posting on the Platform

   • You must register an account to access and use the Platform’s features.

   • In using the Platform, you must always act in good faith, with professionalism and integrity, treat other Members and agencies subject to reviews with respect, and comply with all applicable laws.

   • To post a review concerning a translation agency, a Professional Member must have either provided translation services directly to or have been offered any type of work arrangement by the agency, and a Client Member must have received translation services directly from the agency, within two years before the post.

   • Agency Members may post a response to reviews posted about them by a Professional Member or a Client Member.

   • Reviews and responses must be limited to provable facts. They may not include characterisations or other value judgments.

   For example, “the agency paid me 30 days later than agreed” is a provable fact and is therefore permitted. On the other hand, “the agency is run by dishonest, bad people” is a value judgment not based on provable facts, and therefore is not permitted.

   • Reviews and responses must be complete. They must describe all the relevant facts and circumstances.

   For example, if an agency withheld part of the Professional Member’s fees because of a disagreement about the quality of the work, the Professional Member should include the relevant facts surrounding the disagreement. The Professional Member should not simply mention that fees were withheld without also giving the relevant context.

   • Reviews and responses must be unbiased. They may not be the result of any type of influence on the part of the agency being reviewed. They may not be made for the purpose of harming a competitor. Members may not accept benefits of any kind in exchange for providing favourable reviews.

   • Reviews and responses must not contain confidential information. In particular, reviews and responses must not contain information concerning specific clients of translation agencies or the specific documents that were translated, if that information is confidential. Members must not share confidential information and must comply with the agreements made between the parties to the translation services. TRI-TRAB is not liable for the breach of any obligations that Members have pursuant to any confidentiality or other agreements in effect between Members and agencies or any other third party.

   • Reviews and responses must not be made for the purpose of advertising a Member’s services or products.

3. Anonymity of reviews

   • The reviews published on the Platform will be anonymised. However, a Professional Member or Client Member providing a review must submit their business contact information through the Platform.

   • In general, TRI-TRAB will not disclose the business contact information of any Professional Member or Client Member to any Agency Member, translation agency or anyone else. However, TRI-TRAB may, in its sole discretion, disclose a Professional Member or Client Member’s business contact information if required by law, such as in the context of a dispute or any existing or threatened legal proceeding.
    

4. Liability

   • It is your responsibility to ensure that the reviews and responses that you post on the Platform are accurate and otherwise comply with these Terms of Use.

   • TRI-TRAB is not liable in any manner whatsoever in connection with reviews and responses to reviews posted on the Platform. TRI-TRAB is not liable for the breach of any confidentiality or other obligations that Members may have to third parties.

5. TRI-TRAB’s Role

   • You acknowledge that TRI-TRAB does not approve or revise reviews or responses to reviews posted on the Platform and that it does not monitor compliance with the rules set out above.

   • TRI-TRAB may request (i) that Members correctly fill in all fields of the form prior to submitting a review or responding to one, (ii) that Members provide their  business contact information, including their name, business email address and public LinkedIn profile, (iii) that some information be anonymised and, in general, (iv) any other information required to ensure compliance with these Terms of Use.

   • The fact that TRI-TRAB takes such steps in no way implies that TRI-TRAB is a publisher of the reviews or responses. By agreeing to these Terms of Use, you acknowledge that TRI-TRAB is not a publisher of reviews or responses and waive your right to assert otherwise in any legal proceeding.

   • You agree that TRI-TRAB is not responsible for the accuracy of the reviews or responses to reviews posted on the Platform.

   • You acknowledge that TRI-TRAB is not a party to the contracts entered into between Professional Members or Client Members and translation agencies. TRI-TRAB does not act as agent in any capacity for any Member.

   • TRI-TRAB does not act as an active intermediary between Professional Members of Client Members and Agency Members. If an Agency Member believes that a review posted about it on the Platform is inaccurate or breaches these Terms of Use, the Agency Member should post a response to the review.

6. Removal of Reviews or Responses

   • Exceptionally, TRI-TRAB may take down a review or a response to a review that does not comply with these Terms of Use, after receiving a request to do so. TRI-TRAB has the right to do so in its sole discretion.

   • Agency Members who are the subject of reviews should use the opportunity to submit a response to reviews as the primary means of addressing reviews concerning them. Only in exceptional circumstances will it be appropriate for an Agency Member to request that a review be removed.

   • As set out above, TRI-TRAB’s role is not to act as an active intermediary between Members or as a judge of what took place in any given situation. Posts will only be removed if they clearly breach these Terms of Use.

   • The fact that a review or response has been posted on the Platform or remains on the Platform does not mean that TRI-TRAB condones that review or response. Further, as set out above, the fact that a review or response has been posted on the Platform or remains on the Platform does not mean that TRI-TRAB is a publisher of that review or response or that the review or response complies with the Terms of Use.

   • Exceptionally, TRI-TRAB may restrict or cancel the account of any Member who breaches these Terms of Use. TRI-TRAB has the right to do so in its sole discretion. The fact that a Member’s account has not been restricted or cancelled does not mean that TRI-TRAB condones that Member’s reviews or responses, that TRI-TRAB is a publisher of that Member’s reviews or responses or that that Member’s reviews or responses comply with the Terms of Use.
    

7. Governing Law

   • The Platform, these Terms of Use, and all reviews and responses to reviews posted on the Platform, are governed by the laws of the Province of Ontario, Canada and the federal laws of Canada.

   • In particular, any claims that reviews or responses to reviews contain defamatory content are governed by the laws of the Province of Ontario, Canada, regardless of the nationality, residence and location of the Member who posted the review or response and of the Agency Member or other agency who is the subject of the review. You waive the right to assert that any other law applies to such claims.

8. Dispute Resolution System

   • All disputes relating in any way whatsoever to the Platform, to these Terms of Use or to reviews or responses to reviews posted on the Platform will be finally decided by arbitration, in accordance with this provision. This includes disputes between one or more Members and TRI-TRAB, and disputes between one or more Members even where such dispute does not involve TRI-TRAB.

   • The arbitration will be conducted pursuant to the Vancouver International Arbitration Centre’s (“VanIAC”) International Commercial Arbitration Rules of Procedure (Expedited Procedure) in effect as of July 1, 2022.

   • There will be a sole arbitrator.

   • The arbitration will be conducted using VanIAC’s Online Arbitration Platform.

   • The legal place (seat) of the arbitration will be Toronto, Ontario, Canada. Despite this, all hearings and other meetings associated with the arbitration will be held virtually, unless the parties to the arbitration agree otherwise.

   • The arbitration will be held in English, unless the parties to the arbitration agree otherwise.

   • The sole arbitrator may dismiss any claim on the basis that it is a Strategic Lawsuit Against Public Participation (SLAPP). In doing so, the arbitrator shall apply the provisions known as “Anti-SLAPP” set out in the Ontario Courts of Justice Act, with appropriate adaptations to the arbitration process. Any respondent to an arbitration brought pursuant to this section may at any time ask the arbitrator to dismiss the claim by applying the Anti-SLAPP provisions.

   • The Member who brings the arbitration must pay all fees payable to VanIAC and the arbitrator, without prejudice to the arbitrator’s discretion to fix the costs of the arbitration in the final award.

   • You explicitly acknowledge that your relationship with other Members and TRI-TRAB, and your use of the Platform, is commercial in nature, and that any restrictions on arbitrating consumer or employment disputes does not apply to disputes that are covered by this section.

   • You waive the right to bring any court proceeding in any way related to the disputes referred to in this section, including court proceedings for injunctive or interim relief and including class or representative proceedings.

   • If there is a dispute about whether a claim may be decided by arbitration, you agree that the arbitrator will decide that dispute, and not a court.

   • The only court proceeding that you may bring relating to such disputes is a proceeding to set aside, or to seek recognition and enforcement of, an arbitral award rendered in accordance with this section.
    

9. Representations and Warranties

   You represent and warrant that:

   • you are at least 18 years old and are otherwise capable of entering into binding contracts;

   • you will keep all of the information in your account accurate at all times;

   • you have not registered and will not register more than one account;

   • the facts that are the subject of your reviews or responses to reviews arise from a commercial relationship, and not an employer-employee relationship or a consumer relationship; and

   • you have read, understood and agree to be bound by these Terms of Use.

10. Restriction or Cancellation of Member Accounts

    • TRI-TRAB may restrict or cancel any Member’s account at any time and for any reason whatsoever, in its sole discretion. TRI-TRAB is not liable in any manner whatsoever for any losses or damage that may arise as a result of such restriction or cancellation.

    • These Terms of Use, including in particular the dispute resolution system, remains applicable even where TRI-TRAB has restricted or cancelled a Member’s account or the Member has cancelled their account.
     

11. Amendments to Terms of Use

    These Terms of Use may be amended by us at any time. When they are amended, you will be asked to agree to the new version of the Terms of Use before you are able to continue using the Platform.

12. No Personal Information Collected

    As a Canadian company incorporated under the laws of the Province of Ontario, Canada, TRI-TRAB is subject to Canada’s Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5 (“PIPEDA”), which protects the privacy of personal information. Under PIPEDA, “personal Information” is information in any form which can be attributed to an identifiable individual, but does not include “business contact information”. “Business contact information” is defined as “any information that is used for the purpose of communicating or facilitating communication with an individual in relation to their employment, business or profession such as the individual’s name, position name or title, work address, work telephone number, work fax number or work electronic address”.

    You acknowledge that all information that you provide to us is “for the purpose of communication or facilitation communication” with you in relation to your “employment, business or profession”. This includes, in particular, the information that you provide to us when you create an account and when you submit a review or a response to a review, such as your name, email address and public LinkedIn profile. You agree not to provide us with any personal information that is not “business contact information” within the meaning of PIPEDA.

    For visitors to our website, we may use cookies to collect non-personal information such as the type of Internet browser and operating system used by you, the domain name of the website from which you came, the date and duration of your visit, number of visits, average time spent on our website, IP address associated with your computer, pages viewed and number of cookies accumulated. Cookies are small browser features stored on the hard drive of your computer which are used to track and collect information concerning your visit to our website. This information is only used for the technical performance of the website (including but not limited to ensuring the security of the website).

13. Severability

    If any provision of these Terms of Use is invalid or unenforceable, such provision will be severed and the remainder of the Terms of Use remain valid and enforceable.

14. Entire Agreement

    These Terms of Use, including the Privacy Policy, are the entire agreement between you and TRI-TRAB and supersede any prior agreement between us.

15. No Waiver

    Any failure to enforce any right under these Terms of Use does not amount to a waiver of such right.