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 conducts online public auctions of small businesses in Ontario. We provide listings and search, auctions run on terms each seller fixes in advance, 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 acts only as auctioneer: we receive, record and publish bids and declare the highest bid. We are 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, we do not negotiate for 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 before it can go live. Before the confidential package for a listing can be sent to a buyer, the listing must be supported by documents and the seller verified. 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.

6a. Auctions

Every business is sold by public auction under the rules published at /auction-rulesand the conditions of sale shown on each listing. In summary: a diligence period lasting until the seller opens bidding, at least seven days after the listing goes live and with at least three days’ notice to buyers, then ten days of bidding; a bid in the final 24 hours moves the close to 24 hours after that bid; each bid must exceed the last by the seller’s bid step; and the highest bid at or above any reserve wins.

Sellers agree, by publishing an auction, to sell to the highest bid at or above their reserve on the conditions they set, to sign the Agreement of Purchase and Sale before bidding opens as their acceptance of the highest such bid, not to bid or arrange for anybody to bid on their behalf, and not to withdraw the business once bidding has opened. The conditions of sale cannot be changed once the listing is live.

Bidders agree that every bid is a binding, irrevocable offer to buy on the conditions of sale at the amount bid; that bids are not subject to financing, inspection or due diligence; that by registering they sign the Agreement of Purchase and Sale, complete except for the price, which binds them at their bid if it wins, without further signature; and that they are not bidding for or in concert with the seller. A bidder may not bid more than the funds MicroMA has verified for them.

Every sale is a sale of assets: the whole business and, where the listing says so, the land and buildings it runs from. Part of a business is not sold, and no shares, partnership interests or other securities are sold through MicroMA. Where land and buildings are included, a bidder confirms that the federal Prohibition on the Purchase of Residential Property by Non-Canadians Act does not prevent their purchase, and pays land transfer tax and any non-resident speculation tax.

A verified buyer who signs the agreement is admitted to bid. Until bidding opens the seller may decline an admitted buyer, for a reason from a fixed list that MicroMA records and does not give to the buyer, and never on a ground prohibited by the Ontario Human Rights Code. Registration closes when bidding opens. Questions are asked and answered in the auction’s forum, visible to every buyer under the confidentiality agreement. Private messages between the seller and buyers close while bidding is open and afterwards, except between the seller and the winning bidder.

MicroMA may void a bid made in obvious error, and records every void. MicroMA does not take offers outside an auction and does not negotiate between buyers and sellers.

7. Documents and signatures

The documents generated here, meaning 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. A winning bid becomes an Agreement of Purchase and Sale, written from the auction’s conditions of sale at the winning price. Once both sides have signed it is binding; unless the seller made the sale conditional on the landlord’s consent it is firm at once, the deposit is at risk, and the buyer cannot withdraw without liability. 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

MicroM&A does not guarantee any listing will result in a sale. Two different checks are described on the platform and they mean different things. “Seller verified” means we checked the identity of the seller and that they appear entitled to sell the business; it says nothing about the figures. Where a listing states that its figures are supported, it means the documents the seller uploaded were read and appeared consistent with the figures on the listing. Neither is an audit, a valuation, or a guarantee of accuracy or of future business performance. Where a listing has been published without that document check, it says so on its face. 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, MicroM&A 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. Subject to the paragraph below, our total liability shall not exceed the greater of the fees you paid us in the 12 months preceding the claim and CAD $5,000.

What this cap does not cover. Nothing in these Terms limits or excludes our liability for gross negligence, wilful misconduct, fraud or fraudulent misrepresentation, breach of our confidentiality obligations, or a failure to safeguard the personal information and documents you provide to us. Nor does it limit any liability that cannot be limited under Ontario or Canadian law.

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. General

Force majeure. Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including acts of God, fire, flood, epidemic, war, civil unrest, labour disruption, failure of a telecommunications or hosting provider, or an act of government. This does not excuse an obligation to pay money already owed.

Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign these Terms to an affiliate, or to a successor in connection with a merger, reorganisation or sale of all or substantially all of our assets, on notice to you.

Severability. If any provision of these Terms is held invalid, illegal or unenforceable, it is to be read down to the minimum extent necessary, or severed if it cannot be, and the remaining provisions continue in full force.

Entire agreement.These Terms, together with the Privacy Policy and the Acceptable Use Policy, are the entire agreement between you and MicroM&A in respect of the platform, and supersede any earlier understanding on that subject. They do not affect any agreement you enter into with another user, to which we are not a party.

No waiver. A failure to enforce a provision is not a waiver of it.

17. Contact