Terms of Service

1. Agreement to Terms

By using the MicroMA platform at microma.ca you agree to these Terms of Service. If you do not agree, do not use the platform. These Terms constitute a legally binding agreement between you and MicroMA.

2. Description of Service

MicroMA is an online marketplace for the sale of small businesses in Ontario. We provide listings and search, identity and funds verification, an automated check of the documents a seller uploads to support their figures, generated Ontario transaction documents (confidentiality agreement, Agreement of Purchase and Sale, amendments, waivers, releases), electronic signature with a record of what was signed, and a conversation for each deal that records both what the parties wrote and what happened.

MicroMA is not a business broker, a real estate brokerage, a law firm, an accounting firm or a financial adviser. We are not a party to any agreement between a buyer and a seller, we do not represent either of them, and we do not give legal, tax or valuation advice. Every transaction is directly between the buyer and the seller.

3. Eligibility

You must be at least 18 years old, legally capable of entering contracts, and located in or conducting business in Ontario, Canada.

4. Account Registration

You agree to provide accurate and complete information when registering and to keep it updated. You are responsible for all activity under your account. You may not create multiple accounts.

5. Seller Terms

By submitting a listing you represent that all information is accurate and not misleading, you are the legal owner or authorized to list the business, the business is legally registered in Ontario, and all financial figures reflect actual performance. Submitting false information is grounds for immediate termination and may result in legal action.

Your CRA Business Number is used solely for ownership verification and will never be shared publicly or with buyers.

A listing must be complete and supported by documents before it can go live. Documents you upload are attached to that listing, checked automatically against the figures the listing states, and read by a person where the automatic check cannot clear them. They are not shared with any buyer unless you release them, and confidential material is released only after a confidentiality agreement has been signed.

What that check is, and is not: we compare the figures in your documents with the figures on your listing, confirm the documents are what they claim to be and cover the periods claimed, and record the result. It is arithmetic against filed paperwork. It is not an audit, not a valuation, and not a representation by MicroMA to any buyer that your business is as described. Buyers are told this in the same words.

If you change your revenue or earnings after your documents have been checked, they are checked again. If they no longer agree with your listing, the listing comes off the marketplace until it is corrected. All listings are also subject to review by a moderator, who may reject any listing. Listing is currently free.

6. Buyer Terms

To contact sellers or submit LOIs, buyers must complete the applicable verification level. You must provide accurate information during verification — submitting false identity or financial information is grounds for termination and may constitute fraud.

Any confidential business information received through the platform must be kept strictly confidential and used only for evaluating a potential acquisition.

You agree not to circumvent the platform to complete, outside it, a transaction you were introduced to through it.

Where a sale completes between parties introduced through MicroMA, a platform facilitation fee of 2% of the purchase price is payable to MicroMA by the seller. It is not a term of the agreement between the buyer and the seller: the seller signs a separate direction authorising their own solicitor to pay it from the proceeds on completion. If the sale does not complete, no fee is payable.

7. Documents and signatures

The documents generated here — the confidentiality agreement, the Agreement of Purchase and Sale, amendments, waivers of conditions and releases — are templates, built to Ontario convention and completed from the terms you enter. They are not legal advice and are not a substitute for a solicitor. Each side should have their own solicitor review any document before signing it, and the platform offers solicitor review as a condition of the agreement for that reason.

Understand what you are signing. In Ontario the offer is the contract: an accepted Agreement of Purchase and Sale is binding and made conditional, and it becomes firm when the conditions are waived in writing — at which point the deposit is at risk and the buyer cannot withdraw without liability. An offer is open only until its irrevocable time and is void afterwards. The platform states these consequences on the documents themselves and asks you to confirm you understand them before you sign.

Signatures are electronic, under the Electronic Commerce Act, 2000 (Ontario). We record the name you type, the time, your network address, your browser, and a cryptographic digest of the exact document you signed, so that what was signed can be identified later. That record is available to both parties and may be produced if a dispute arises.

MicroMA is not a party to any agreement between users and is not responsible for the outcome of any transaction.

7a. Money

No money passes through MicroMA.We do not hold deposits, we do not operate a trust account, and we never touch the purchase price. A deposit under an Agreement of Purchase and Sale is delivered to the trust account of a solicitor or brokerage named in that agreement, and is dealt with under the agreement and that firm’s own obligations — not by us. The platform records what the parties agreed and when; it moves nothing.

It follows that MicroMA cannot return, release or forfeit a deposit. Where a deal ends and a deposit must be returned, both parties sign a mutual release and direction addressed to the firm holding it.

8. Prohibited Conduct

You agree not to post false or misleading information, impersonate any person, use the platform for unlawful purposes, attempt unauthorized access, scrape or redistribute platform content, harass other users, facilitate illegal transactions, or submit another person’s documents without their consent.

9. Intellectual Property

All MicroMA branding, design, and content is owned by MicroMA and protected by Canadian intellectual property laws. User-submitted content remains the property of the user. By submitting content you grant MicroMA a non-exclusive licence to display it for the purpose of operating the platform.

10. Disclaimers

MicroMA does not guarantee any listing will result in a sale. MicroMA Verified status indicates documents were reviewed and appeared consistent with listing claims — it is not a guarantee of accuracy or future business performance. We do not guarantee uninterrupted platform access and may suspend the platform at any time with reasonable notice.

11. Limitation of Liability

To the maximum extent permitted by Ontario law, MicroMA is not liable for losses arising from transactions between buyers and sellers, inaccurate user-submitted information, indirect or consequential damages, or loss of data or revenue. Our total liability shall not exceed fees paid by you in the 12 months preceding any claim.

12. Indemnification

You agree to indemnify MicroMA from any claims, damages, or expenses arising from your use of the platform, violation of these Terms, false information submitted, or disputes with other users.

13. Termination

MicroMA may suspend or terminate your account at any time for violation of these Terms, submitting fraudulent information, or conduct that harms other users or the platform.

14. Governing Law

These Terms are governed by the laws of the Province of Ontario and applicable federal laws of Canada. Disputes shall be resolved in the courts of Ontario.

15. Changes to Terms

We will notify you of material changes by email or prominent notice on the platform. Continued use after changes constitutes acceptance.

16. Contact