Real Estate Auction Terms and Conditions

Draft - these terms are under legal review and may change before the first auction opens. Items in [square brackets] are not final.

These terms govern every bid on and sale of real property through reastal.com, and they sit alongside Reastal's general Terms of Use and Privacy Policy.

Unreserved AuctionNo reserve. The highest bid wins when the auction closes.
Reserved AuctionThe seller has a confidential minimum price. The highest bid wins only if it meets the reserve.
Tender by AuctionSealed bids. You only see your own bid. When bidding closes, the seller decides whether to accept the highest bid.

Part 1. Definitions and Reastal's role

Reastal runs the bidding platform and nothing more. It does not act as a real estate broker, salesperson, agent or adviser for any Seller, Bidder or Buyer, and it does not own or sell any property listed.

1.1 Definitions. "Reastal" means the operator of reastal.com. "Property" means the real property or interest in it described in a Listing. "Listing" means the page and documents describing a Property, its auction type, its dates and its specific conditions. "Seller" means the owner, or person authorized to sell, shown on the Listing. "Bidder" means a registered user approved to bid on that Listing. "Buyer" means the Bidder who becomes bound to purchase under Part 4. "Binding Obligation" means the Buyer's duty to complete the purchase under these terms and the Purchase Agreement. "Purchase Agreement" means the agreement of purchase and sale for the Property, in the form attached to the Listing. "Bidder Authorization" means the form Reastal publishes by which a principal authorizes an agent to bid for them and authorizes the bank account, card or other security used under 3.6.

1.2 Reastal's role. Reastal manages the registration of Bidders, the bidding process, and the record of which bid is the winner or accepted bid. Reastal is not a party to the Purchase Agreement. Reastal holds the bidding deposit, deducts its Buyer's Premium from it when a Binding Obligation is created, and transfers the balance to the Seller's lawyer's trust account as part of the Purchase Deposit. Reastal receives no other part of the purchase price. All other funds are handled between the Buyer and the Seller through their lawyers.

1.3 No agency. No agency, fiduciary or advisory relationship arises between Reastal and any Seller, Buyer or Bidder. A Seller, Buyer or Bidder who wants advice should hire their own lawyer and, where relevant, inspector before listing or bidding.

1.4 Order of terms. If these terms conflict with Reastal's general Terms of Use, these terms prevail for real property sales. If the Listing states a specific condition, the Listing prevails over these terms to the extent of the conflict, but never over a mandatory legal requirement.

Part 2. The three auction types

Each Listing states its auction type at the top of the page. The type cannot be changed once bidding has opened. Rules common to all three types are in 2.4.

2.1 Unreserved Auction. The Property sells to the highest valid bid when bidding closes. There is no reserve price and the Seller cannot withdraw the Property, change the opening bid, or refuse the winning bid after bidding opens. If the Listing shows an opening bid, bidding starts there. If only one valid bid is received, that bid wins.

2.2 Reserved Auction. The Seller sets a confidential minimum price (the "Reserve") before bidding opens. Bids are live and visible, and the Listing shows only whether the Reserve is "met" or "not met", never the amount. The Reserve can be lowered but never raised once bidding opens. If the highest bid at close meets or exceeds the Reserve, the sale proceeds as in 2.1. If it does not, no sale is created at close and no Bidder is bound, unless the Seller accepts the highest bid as follows. Within [4 hours] after close the Seller may tell Reastal that the Seller accepts the highest bid, either by lowering the Reserve to or below it or by accepting it outright. During that time the highest Bidder cannot withdraw the bid, and the bid stays open for [12 hours] after close so that the acceptance can be delivered. Reastal conveys the Seller's acceptance to the highest Bidder by email to the Bidder's registered email address, by text message to the Bidder's verified phone number, and by a phone call to that number, and shows it in the Bidder's account. The Binding Obligation is created, as if the Reserve had been met, when Reastal sends the email and the text message. The call is a further attempt to reach the Bidder; the Binding Obligation does not depend on the call being answered or on the Bidder acknowledging the notice, although Reastal asks for an acknowledgement. A Bidder who then refuses to proceed is in default under 4.5. If the Seller does not accept within [4 hours], the highest bid ends, and no Bidder is bound. Within [12 hours] after close the Seller may still, but need not, negotiate with the highest Bidder; any resulting agreement is made between them and is subject to these terms, including payment of the Buyer's Premium to Reastal.

2.3 Tender by Auction. Bidding is sealed. During the bidding period each Bidder sees only their own bids and the closing time; other Bidders' bids and the number of Bidders are not shown. A Bidder may raise their own bid before close but may not lower or withdraw it. When bidding closes, only the highest bid is presented to the Seller, and the other Bidders are not identified to the Seller or to each other. The Seller then has [24 hours] to accept or reject the highest bid, or to counter it with that Bidder alone. Acceptance creates the Binding Obligation. Rejection, or silence until the deadline, ends the process with no sale and no obligation on any Bidder. If the highest bid is tied, the earliest bid received wins.

2.4 Rules common to all types.

Part 3. Registration, identity verification and eligibility

3.1 Who may bid. A Bidder must be at least 18, legally able to enter a contract, and registered on Reastal with a verified email address. A company may bid only through an authorized officer who is also verified and who can show authority to bind it.

3.2 Identity verification. Before bidding on any Listing, a Bidder must complete Reastal's online identity check, which is run for Reastal by a third-party verification provider. The Bidder photographs a valid, unexpired government-issued photo ID and takes a live selfie; the two are matched to each other and the ID is checked for authenticity. Reastal may ask for more documents or proof of authority for a company or an agent, and may refuse or remove any Bidder at its sole discretion, including where identity cannot be verified. By completing the check the Bidder consents to Reastal and its verification provider collecting and checking this information. If a Bidder becomes the Buyer, or is a back-up bidder, Reastal may keep the Bidder's identity details and share them with the Seller and the lawyers acting on the deal.

3.3 Your information. Identity documents are used only to verify the Bidder, meet legal duties such as anti-money-laundering rules, and resolve disputes. They are stored securely, are not shown to other users, and are kept only as long as Reastal's Privacy Policy and the law allow.

3.4 One Bidder, one account. A person may not bid under more than one account, bid through someone else to hide their identity (an agent bidding openly under 3.7 is allowed), or bid on a Property they own or are selling. Sellers, their agents and anyone connected to them may not bid on their own Listing.

3.5 Bidding deposit. Where a Listing requires it, a Bidder must fund the bidding deposit shown on the Listing, by the method and by the deadline stated there, before bids are accepted. Reastal holds it [or Reastal's lawyer holds it in trust] until the auction ends. It is returned in full to every Bidder who does not become the Buyer (for the second- and third-highest Bidders, after the back-up period in 2.4 ends; and for the highest Bidder in a Reserved Auction where the Reserve is not met, after the period in 2.2 ends), within [5 business days] after the auction closes or, in a Tender by Auction, after the Seller decides or the decision period ends. No interest will accrue, and no interest will be payable by Reastal, on any deposit. For the Buyer, it is applied as set out in 4.3. A deposit paid in a digital asset is converted to Canadian dollars at the rate Reastal obtains on the day of conversion, and any change in value before then is the Bidder's risk. Reastal is not responsible for delays or charges by banks, blockchain networks or other payment providers, or for price changes in any digital asset used to fund a deposit.

3.6 Proof of funds, bank debit authorization and bidding limit. Before bidding, a Bidder must (a) give Reastal proof of funds that Reastal accepts, covering the Purchase Deposit under 4.3 ([10]% of the price) plus the approximate Buyer's Premium and taxes, and (b) sign Reastal's pre-authorized debit agreement for a Canadian bank account in the Bidder's name (signed by every person whose signature the bank requires, with a void cheque or account details Reastal can verify). Reastal takes the debit authorization only from a Bidder whose account holds verified funds at least equal to the proof of funds, and a Bidder whose account or funds Reastal cannot verify is not eligible to bid. Where the Bidder acts through an agent, the principal gives the authorization in the Bidder Authorization. The debit agreement authorizes Reastal to debit that account for the Buyer's Premium, taxes and other amounts the Bidder owes under 4.5 and 4.8, in amounts that may vary. It never covers the purchase price. Reastal debits the account only if the Bidder becomes the Buyer and an amount is due and unpaid, or if the Bidder is in default, and the debit agreement states the notice Reastal gives before each debit. [To the extent the rules for pre-authorized debits allow, the Bidder agrees to shorter notice, or no notice, of a debit of an amount owed under these terms.] Each Bidder has a bidding limit, set by Reastal and shown in the Bidder's account, which is the highest bid the Bidder may place. Reastal's system will not accept a bid, or a maximum under 2.4, above the limit. Reastal sets the limit as the highest price for which the proof of funds the Bidder has given covers the amounts in (a). A Bidder may ask Reastal to raise the limit by giving more proof of funds. Reastal decides, and a raised limit applies only to bids placed after it is raised. If a debit is returned or refused, including for insufficient funds, a closed account or a stopped payment, the Bidder must pay the amount within 24 hours by another method Reastal accepts, and failure to do so is a default under 4.5. Reastal may present the debit again and may charge a returned-debit fee of $[__]. A Bidder who wins agrees not to stop or reverse a debit made under these terms, but this does not limit any right the Bidder has under the rules for pre-authorized debits to claim a debit that was not authorized. A payment card, or other security Reastal accepts, such as a deposit under 3.5 or a bank guarantee in Reastal's favour, is optional and Reastal may accept it as well as, or in place of, a debit authorization. A card must belong to the Bidder, or its owner must authorize its use in writing in the Bidder Authorization. Reastal does not use the debit authorization of a Bidder who does not become the Buyer within [5 business days] after the auction closes, except that the authorization of the second- and third-highest Bidders is held until the back-up period in 2.4 ends. The authorization applies to that Listing only. [Reastal may set different security for Bidders based on where Reastal can enforce these terms, not on nationality.]

3.7 Bidding through an agent or attorney. A Bidder may bid through an agent or attorney only with Reastal's approval given before bidding opens. The agent must register and be verified under 3.2 and must give Reastal a signed Bidder Authorization, in the form Reastal publishes, or a power of attorney, from the principal that names the principal and the Property or Listing and, if Reastal asks, is witnessed or notarized. The principal must also register and be verified, and is the Bidder and, if the bid wins, the Buyer. Any security under 3.6 must be the principal's, or the principal must authorize it in writing in the Bidder Authorization. The principal is bound by every bid the agent places, including every bid placed by auto-bid under 2.4 [and the agent is also liable if the principal cannot be held to it, to be confirmed by lawyer]. Reastal may rely on the agent's authority until it receives written notice that the authority has ended and Reastal has confirmed it. The agent may sign the Purchase Agreement for the principal only if the Bidder Authorization or power of attorney says so. An agent who bids without authority is personally liable as if they were the Buyer. An agent may not bid for the Seller, or for more than one principal on the same Listing, without Reastal's written approval.

Part 4. Winning, the Purchase Agreement and the deposit

4.1 When the obligation is created. In an Unreserved Auction, or a Reserved Auction where the Reserve is met, it is created when bidding closes and Reastal declares the highest valid bid the winner. In a Reserved Auction where the Reserve is not met, it is created when the Seller's acceptance under 2.2 has been sent to the highest Bidder as set out in 2.2. In a Tender by Auction, it is created when the Seller accepts the highest bid. At that moment the Bidder becomes the Buyer.

4.2 Purchase Agreement. The Purchase Agreement, including its closing date, is attached to the Listing before bidding opens and is the same for every Bidder. The Seller cannot change it once bidding opens. By placing a bid, the Bidder unconditionally and irrevocably agrees that if the bid becomes the winning or accepted bid, the Bidder will sign the Purchase Agreement as published, without changes, within [2 business days] after it is sent. The Seller likewise agrees to sign it as published within [2 business days] after the Buyer signs. Neither side may make a change a condition of signing or closing. The two sides may choose to amend it, but only in writing signed by both, and refusing to amend is never a default. A party who refuses to sign the published Purchase Agreement, or holds back their signature unless the other side accepts different terms, is in default. If the Seller defaults, the Purchase Deposit is returned to the Buyer in full, and the Seller is liable to Reastal for its fees [and to reimburse the Buyer's Premium and the Buyer's reasonable costs, to be confirmed by lawyer].

4.3 Purchase Deposit. When the Binding Obligation is created, the Buyer's bidding deposit is applied in this order. First, Reastal deducts the Buyer's Premium and applicable taxes. Second, Reastal transfers the balance to the Seller's lawyer's trust account as part of the deposit on the purchase (the "Purchase Deposit"). The Purchase Deposit must total [10]% of the purchase price. If the balance of the bidding deposit is less than that, the Buyer must pay the difference in trust to the Seller's lawyer within [3 business days] after the Binding Obligation is created. If it is more, the excess is returned to the Buyer or, if the Buyer agrees, credited to the balance due on closing. If the bidding deposit is less than the Buyer's Premium and taxes, because the winning price turned out higher than the deposit was sized for, the Buyer must pay the shortfall to Reastal within 24 hours after the Binding Obligation is created. The balance of the price is paid to the Seller's lawyer at or before closing. Reastal receives no part of the price other than the Buyer's Premium.

4.4 Buyer's Premium. The Buyer pays Reastal a premium, set by Reastal for each Listing as a percentage of the purchase price, plus applicable taxes (the "Buyer's Premium"). The rate is shown on the Listing before any bid is placed, the rate shown when a Bidder places a bid is the rate that applies to that bid, and the premium is paid in addition to the purchase price. It is earned in full when the Binding Obligation is created, is deducted from the bidding deposit under 4.3, and is not refundable, including if the sale does not close. If the bidding deposit does not cover it, the Buyer pays the shortfall to Reastal within 24 hours after the Binding Obligation is created. If the Buyer does not, the Buyer is in default under 4.5 and remains liable to Reastal for the unpaid amount.

4.5 Default. If the Buyer does not sign the Purchase Agreement, pay the Buyer's Premium, pay the Purchase Deposit, or complete the purchase on closing, the Buyer is in default. The deposits the Buyer has paid, after Reastal has deducted the Buyer's Premium and applicable taxes, are forfeited to the Seller as set out in the Purchase Agreement, whether they are still held by Reastal or are already in the Seller's lawyer's trust account. Any part of the Purchase Deposit that the Buyer has not paid is a debt the Buyer owes the Seller, who may recover it as set out in the Purchase Agreement. The Buyer's rights in the Property are also forfeited. The Seller may also claim from the Buyer the Seller's damages from the default, such as a lower price when the Property is sold again, the cost of listing it again and carrying costs until it sells, and the Seller's legal costs; the forfeited deposit is credited against the damages. The Buyer's Premium stays with Reastal in every case, and Reastal may charge it, with any other amount owing to Reastal, by debit from the bank account, or to the card or other security, given under 3.6. A default during the back-up period is dealt with as set out in 2.4, and the Seller's decision not to accept a back-up bid is not a default by anyone. After the back-up period ends, no offer is made to another Bidder: the deposits are forfeited as set out above, and the Property may be listed again in a later auction. Reastal also charges interest and its collection costs under 4.8, and may suspend the Buyer's account and refuse future registration. [Reastal is not liable to the Seller if a Buyer defaults; the Seller enforces the Seller's own remedies against the Buyer.]

4.6 No assignment. The Buyer may not transfer the Binding Obligation to anyone else without the Seller's written consent and Reastal's written approval, and a transfer never releases the original Buyer.

4.7 Funds and financing. No bid depends on financing. The Buyer must have the funds to pay the Buyer's Premium, the Purchase Deposit and the balance on closing, whether or not a lender approves a loan. Failure to arrange financing is not a reason to refuse to sign or close, and is a default under 4.5.

4.8 Late payment and costs. An amount a Buyer owes Reastal and does not pay when due carries interest at 36.5% a year until paid. The Buyer also pays Reastal's reasonable costs of collecting it, including legal fees. [The amounts in 4.4 and 4.5 are a fair estimate of Reastal's loss and not a penalty, to be confirmed by lawyer.]

4.9 Listing fee and Seller's Fee. The Seller pays Reastal a listing fee of [$250], plus applicable taxes, when the Listing is created. It is earned when paid, is not refundable, and is not credited against the Seller's Fee. The Seller also pays Reastal a fee of [1]% of the purchase price, plus applicable taxes (the "Seller's Fee"). Reastal sets the rate for each Listing and states it in the Seller agreement. The Seller's Fee is earned when the Binding Obligation is created and is payable on closing, and the Seller authorizes its lawyer to pay it to Reastal from the sale proceeds. [If the sale does not close because the Buyer defaults, the Seller's Fee is payable only out of the forfeited deposit under 4.5, after the Buyer's Premium.] The Seller's Fee is separate from, and in addition to, the Buyer's Premium. [Lawyer to confirm, including how 1.2 should describe Reastal receiving this fee.]

Part 5. Closing, taxes, condition of the Property

5.1 Closing. Closing takes place on the closing date in the published Purchase Agreement, which is [30] days after the Binding Obligation is created unless the Listing says otherwise. Title and risk pass to the Buyer on closing, and the Buyer receives vacant possession unless the Listing says otherwise. Closing is completed by the lawyers acting for the Buyer and the Seller. Each side pays its own legal fees. The Seller pays the fees of the Seller's lawyer, including for holding the Purchase Deposit and any additional deposit in trust. Reastal does not pay or share in them. The Buyer may ask for a later closing date. If the Seller agrees in writing, the Buyer first pays an additional deposit of [10]% of the purchase price in trust to the Seller's lawyer, and pays the extra costs this causes the Seller and the Seller's lawyer. The additional deposit is forfeited on default in the same way as the Purchase Deposit. The Seller may propose a different closing date only if the Buyer approves in writing, and the Seller then pays the extra costs this causes the Buyer and the Buyer's lawyer. No other change to the closing date may be made. Refusing a request to change the closing date is never a default.

5.2 Costs and taxes. The Buyer pays land transfer tax, registration fees, HST or GST if it applies, and any other tax or charge arising from the purchase, in addition to the price. Property taxes and utilities are adjusted as of the closing date. Each party is responsible for its own income tax.

5.3 As is, where is. The Buyer accepts the Property as it stands on closing, with all faults. Neither the Seller nor Reastal promises anything about its value, condition, suitability, environmental state, zoning, permitted uses, size, boundaries, taxes, tenancies, or the accuracy of any photo, video, map, area or description. All Listing information is a guide only and may be wrong or out of date.

5.4 Buyer's own checks. Before bidding, the Buyer must do their own checks: title, zoning, survey and boundaries, building condition, environmental condition, utilities, easements, taxes and assessments, any lease or tenant rights, and the Property Condition Disclosure Statement where the Seller provides one. Documents on the Listing are made available for convenience. Reastal does not verify them except where a Listing states that a specific check was done.

5.5 Personal property, minerals, boundaries. Furniture, equipment and other personal property are not included unless the Purchase Agreement lists them. Mines and minerals are not included unless the Listing says so. Any boundary dispute is verified at the Buyer's cost.

5.6 Tenanted Properties. Where a Listing shows tenants, the Buyer takes the Property subject to the tenancies and applicable tenancy law. Vacant possession is not promised in that case.

5.7 Reastal's fees to the Seller. Reastal's intake fee and qualification fee charged to Sellers are described in the Seller agreement. They are non-refundable and are not paid from the purchase price.

Part 6. Out-of-area Bidders, Sellers, general terms

6.1 Bidders from other jurisdictions. Bidders and Buyers who are not local, including those from other provinces or other countries, may take part in any Auction, as long as they comply with Canadian laws.

6.2 Seller promises. By listing, the Seller confirms that they own the Property or are authorized to sell it, that the information and documents they gave Reastal are true and complete to their knowledge, that no one else has a right to stop the sale, and that they will sign the Purchase Agreement as published and complete closing on its terms if the sale is created under these terms. A Seller may not withdraw an Unreserved Listing, or reject a winning Reserved bid that met the Reserve, after bidding opens.

6.3 Fair bidding. Shill bidding, collusion, bidding without intent to buy, interfering with the platform, and using bots, scripts or other automated tools to place bids are forbidden. Reastal's own auto-bid feature is permitted. Reastal may cancel bids, void a sale, and suspend accounts it believes are involved, and may report matters to authorities.

6.4 Records. Reastal's records of bids, times, and registrations are final for deciding who won, except where there is clear error.

6.5 Limits on Reastal's liability. To the fullest extent the law allows, Reastal is not liable for any loss arising from a bid, a sale, the Property, a Seller or Buyer's default, platform downtime, or delays in email, bank, or network services. Where liability cannot be excluded, it is limited to the fees Reastal received from that person for that Listing, excluding disbursements (amounts Reastal pays or collects for third parties).

6.6 Communications and privacy. Reastal may send messages by email and text about registration, deposits, bidding and closing. Personal information is handled under the Privacy Policy.

6.7 Governing law and disputes. These terms are governed by the laws of Ontario and the federal laws of Canada that apply there. The courts of Ontario [in Toronto] have exclusive jurisdiction, unless Reastal and the other party agree in writing to arbitration.

6.8 Changes. Reastal may update these terms. The version in force when a Bidder places a bid applies to that bid. If any provision is found unenforceable, the rest stays in force.

6.9 Language. Reastal deals with Bidders in English and French. These terms are published in English, and the English text prevails.

6.10 Reastal's rights over bids and registrations. Reastal may reject a bid, refuse or cancel a registration, and waive a minor error in a bid or registration, at its discretion, including for suspected fraud, non-payment, failed verification, or a bid that does not follow these terms. Reastal does not reject a valid bid to favour a Seller or a Bidder. Waiving an error once does not waive it again.

6.11 Sanctions, funds and information. Each Bidder and Seller confirms that they are not on a Canadian sanctions list and are not acting for anyone who is, that the money they use is theirs (or their principal's) and comes from lawful sources, and that they will give Reastal the information it reasonably asks for to meet anti-money-laundering, sanctions and tax rules. Reastal may refuse or cancel a registration, bid or sale, and may report to authorities, without notice where it believes these rules are not met.

6.12 Indemnity. Each Bidder and Seller will indemnify Reastal, and hold it harmless, together with its owners, directors, officers, employees and agents, from all losses, claims, demands, damages, penalties and costs, including reasonable legal fees, that arise from their breach of these terms or of the Purchase Agreement; information or documents they gave that were false, misleading or incomplete; any bid placed through their account, by auto-bid or by their agent; their unlawful conduct or their infringement of anyone's rights; or a claim by a person on whose behalf they act. [Wording and limits to be confirmed by lawyer.]

6.13 Electronic records and signatures. Registration, bids, authorizations, notices and the Purchase Agreement may be made and signed electronically. A click to accept, a typed name, or placing a bid is binding, and an electronic record is as valid as paper. Reastal keeps electronic records of all dealings under 6.4.

6.14 Protection period. For [90 days] after a Listing closes (the "Protection Period"), the Seller and every Bidder who placed a bid on that Listing agree not to deal around Reastal, as follows. A "Protected Buyer" is a Bidder who placed a bid on the Listing, and any person who is related to, acting for, or associated with that Bidder, or for whom that Bidder was bidding. (a) The Seller will not sell, transfer or agree to sell the Property, or any interest in it, to a Protected Buyer, and a Protected Buyer will not buy or agree to buy it from the Seller, except under these terms through Reastal. This applies whatever the outcome of the Listing: the Reserve was not met, the Seller did not accept in time, the Seller rejected the bid in a Tender by Auction, the Seller withdrew, or a Binding Obligation was not completed. It does not stop the Seller dealing with a back-up Bidder through Reastal under these terms. (b) If a sale or agreement to sell to a Protected Buyer is made within the Protection Period in breach of (a), the Seller must pay Reastal, within [5] business days after the agreement is signed, (i) the Seller's Fee under 4.9 on the price agreed, and (ii) the Buyer's Premium under 4.4, at the rate shown on the Listing and on the price agreed, plus taxes. The Protected Buyer is also liable to Reastal for the Buyer's Premium. Reastal may collect it from either, is paid it once, and the Seller and the Protected Buyer may settle between themselves who bears it. (c) The Seller and the Protected Buyer must each tell Reastal within [5] business days after any such agreement is made, and on request give Reastal the price and a copy of the agreement or of the lawyers' statement of adjustments. The Seller authorizes Reastal to ask the Seller's lawyer for the price. (d) (a) and (b) do not apply to a person the Seller named to Reastal in writing before bidding opened, or to a dealing Reastal agrees in writing. (e) The Seller and each Bidder agree that the amounts in (b) are a reasonable estimate of Reastal's loss of the fee and premium it would have earned and not a penalty. An amount not paid when due bears interest as in 4.8, and the person who owes it also pays Reastal's reasonable costs of collecting it. [Lawyer to confirm.]