Version 2026-08-20 ยท Effective 20 August 2026
GROW CSS Partner Terms — Version 2026-08-20 — Effective 20 August 2026.
1.1 These CSS Partner Terms (the “CSS Partner Terms”) are between GROW SRP Ltd, a company registered in England and Wales with company number 10344679, whose address is Neptune House, Staffordshire Technology Park, Stafford, ST18 0WQ, United Kingdom (“GROW”, “we”, “us”), and the business that accepts them (the “CSS Partner”, “you”).
1.2 They apply when you take a CSS Partner plan. You accept them, together with your Order, either by ticking the acceptance box in your account or by signing a Service Agreement with GROW. The person accepting confirms that they are authorised to bind the CSS Partner.
1.3 The GROW Platform Terms and Conditions (the “Platform Terms”) also apply, but only for matters these CSS Partner Terms do not deal with. Clause 21 sets out which document wins if they conflict.
1.4 You confirm that you are acting in the course of a business and not as a consumer.
In these CSS Partner Terms the following words have these meanings. Other capitalised words have the meaning given in the Platform Terms.
Business Day — a day other than a Saturday, Sunday or public holiday in England.
Commission — the commission, fee or other payment you earn from a Merchant or affiliate network for clicks, leads or sales generated by your CSS advertising.
Commission Fee — the fee GROW charges on Recorded Commission, calculated using the tiered rates in your Order (sometimes called the “usage fee”).
CSS — a comparison shopping service taking part in the Google CSS Programme.
CSS Partner — the business named in the Order that operates, or acts on behalf of, a CSS.
CSS Programme — Google’s Comparison Shopping Services programme and its policies and requirements, as updated by Google from time to time.
EPC — the expected Commission values (for example, earnings per click or per sale) that you set in the Platform for your Merchants and products. EPC values are used to set bids and to report conversion value.
Fixed Charges — the Licence Fee and the SKU Charge.
GROW-Managed Campaigns — Google Ads campaigns that are built, published, adopted, or managed (including bid or automation management) through the Platform for you, for as long as they are connected to and managed through the Platform.
Licence — your right to use the Platform under clause 14.
Licence Fee — the fixed monthly fee for the Licence set out in your Order. It includes the number of SKUs stated in your Order and is a minimum monthly charge.
Merchant — a retailer whose products you advertise through your CSS.
Network Report — a commission or conversion report from a Merchant or affiliate network that you upload to, or connect with, the Platform.
Order — the CSS Partner plan offered to you by GROW and accepted by you, including its fees, bands, rates, billing currency and payment terms, as shown in your account or set out in a Service Agreement signed by both parties, together with any later change agreed in writing or made under clause 20.
Platform — the GROW software platform, including GROW CSS Mode, as described in the Platform Terms.
Recorded Commission — the total conversion value reported for GROW-Managed Campaigns in a calendar month, measured under clause 7.
SKU — a single product (item) in a Merchant Center account connected to the Platform.
SKU Charge — the monthly charge for SKUs above the number included in the Licence Fee, calculated using the bands in your Order (sometimes called the “product charge”).
3.1 GROW will provide the Platform to you for use with your CSS, including: (a) CSS technology for building, publishing and managing Shopping and Performance Max campaigns run through your CSS; (b) tools to set and maintain EPC values and to use them in bidding; (c) campaign building, management and automated optimisation features; and (d) reporting.
3.2 Where GROW staff help you set up or run campaigns, they do so using the Platform and on your instructions. GROW does not become your agent, and you keep control of and responsibility for your advertising accounts.
3.3 GROW provides software and optimisation technology only. It does not provide legal, financial or business advice, and it is not a CSS.
3.4 GROW may change or improve the Platform from time to time. GROW will not make a change that materially reduces the core CSS functionality in your Order without giving you at least 30 days’ notice, in which case you may end your plan under clause 17.3.
4.1 CSS status. You must be, or operate under, a CSS approved by Google, and keep that status for as long as you use CSS features. You must tell GROW in writing within 2 Business Days if your CSS status, Google Ads account or Merchant Center account is suspended, restricted or withdrawn.
4.2 Google policies. You must comply with the CSS Programme, Google Ads policies, Shopping ads policies, Merchant Center policies and the Google Ads API terms that apply to you. You are responsible for maintaining a compliant comparison website and landing pages.
4.3 Merchants. You are solely responsible for your agreements with Merchants and affiliate networks, and for having the authority to advertise each Merchant’s products, brands, prices and images. GROW is not a party to those agreements.
4.4 Feeds and data. You are responsible for the accuracy, completeness and lawfulness of your product feeds, Merchant Center data, EPC values, Network Reports and conversion tracking. Platform decisions rely on this data.
4.5 EPC values. You must set EPC values that reflect your real expected Commission, review them at least once a month, and update them promptly when Commission rates, Merchant terms or conversion rates change. Overstated EPC may increase your advertising spend; understated EPC reduces the Commission Fee. Both are your responsibility.
4.6 Consents. You must have all consents, notices and lawful bases needed for any personal data and tracking used in your campaigns and on your websites, including cookie consent.
4.7 Acceptable use. Clauses 11 to 11D (Acceptable Use, Brand and Content, Trademarks, Keywords and Exclusions, Regulated Products) of the Platform Terms apply to you and to your Merchants’ products and content.
5.1 All advertising spend is your own cost. You pay it directly to Google. GROW does not hold, collect or pay advertising spend for you.
5.2 You are responsible for your targets, margins, budgets, bids and spending limits, and for monitoring spend and performance regularly (at least daily while automation is switched on). Clause 7 of the Platform Terms (Advertising Accounts and Advertising Spend) applies.
5.3 GROW does not guarantee any Commission, profit, margin, return on ad spend, traffic or other result. Figures, examples and profit-share illustrations in rate cards, Orders or sales materials are illustrative only.
6.1 You must pay the fees set out in your Order. Your Order is made up of: (a) the Licence Fee; (b) the SKU Charge; and (c) the Commission Fee.
6.2 SKU Charge. The number of SKUs is the number of products across the Merchant Center accounts connected to the Platform, as counted by the Platform when the invoice is prepared. Each SKU band rate applies only to the SKUs inside that band.
6.3 Commission Fee. The Commission Fee is a percentage of Recorded Commission for each calendar month. Each rate in your Order applies only to the Recorded Commission inside its band (a “marginal” calculation). Bands reset each calendar month.
6.4 Fee offset. On each invoice, the Fixed Charges on that invoice are deducted from the Commission Fee on that invoice. You pay the Commission Fee only to the extent that it is more than those Fixed Charges. If the Commission Fee is lower, you pay the Fixed Charges only. The Licence Fee is always payable, even if no Commission Fee arises.
6.5 Currency. You are billed in the billing currency in your Order (GBP, USD or EUR). Where Recorded Commission or other figures are in a different currency, they are converted using the Billing Conversion Rate described in clause 9 of the Platform Terms. Where an Order shows amounts as approximate conversions from GBP, the amount on the invoice is the binding figure.
6.6 VAT. All fees exclude VAT and other applicable taxes, which are added at the applicable rate where required by law (or accounted for by you under the reverse-charge rules where they apply).
7.1 Recorded Commission is the conversion value reported by Google Ads for GROW-Managed Campaigns, based on your EPC values. Network Reports you connect to or upload into the Platform may be used to check Recorded Commission under clauses 7.5 and 9.
7.2 Recorded Commission is measured at the time the invoice is prepared. Later changes reported by Google or in Network Reports are not reflected in that invoice, except under clause 7.5 or clause 9.
7.3 The Commission Fee is payable on Recorded Commission whether or not a Merchant or network later pays, reduces, reverses or delays the Commission (for example because of cancellations, returns or chargebacks).
7.4 The Platform’s records are the authoritative source for calculating fees, unless a manifest error is shown.
7.5 Reconciliation. If Recorded Commission for a month is lower than the actual Commission you earned from GROW-Managed Campaigns in that month by more than 10%, GROW may invoice the Commission Fee shortfall based on actual Commission, on a later invoice.
8.1 GROW issues one invoice each month for your CSS Partner plan. If you also have another GROW plan (for example a Retail plan), it is invoiced separately. The Fixed Charges are billed for the current month. The Commission Fee is billed monthly in arrears for the previous calendar month.
8.2 First invoice. When you accept your Order, GROW raises a first invoice for the Fixed Charges from your start date to the end of that calendar month, pro-rata by day. If you start on the 1st, a full month is charged. The Commission Fee for your first month is billed on the next monthly invoice.
8.3 Invoices are payable within 14 days of the invoice date, in cleared funds, by the payment method shown on the invoice. You may not set off any amount against invoices except as GROW agrees in writing.
8.4 Disputes. If you reasonably dispute an invoice, you must tell GROW in writing within 30 days of the invoice date, giving details. You must pay the undisputed part by the due date. Both parties will try to resolve the dispute in good faith within 30 days. An invoice not disputed within 30 days is treated as accepted, except for manifest error or fraud.
8.5 Late payment. If you do not pay on time, GROW may charge interest on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998, together with the fixed compensation and reasonable recovery costs allowed by that Act, from the due date until payment.
8.6 Suspension. If any amount is more than 7 days overdue, GROW may, after giving you at least 7 days’ written notice, suspend the Platform (including CSS automation) until all overdue amounts are paid. Fees continue to accrue during suspension. GROW is not liable for any effect of a suspension on your campaigns.
9.1 You must keep accurate records of the Commission you earn from Merchants and networks for GROW-Managed Campaigns for at least 24 months after the month to which they relate.
9.2 GROW may, on reasonable notice and not more than once per calendar quarter, ask for reasonable evidence of the Commission you earned from GROW-Managed Campaigns (for example, Network Reports or Merchant statements). You must provide it within 14 days.
9.3 Not more than once in any 12 months, GROW may, on at least 14 days’ written notice, have an independent accountant (bound by confidentiality) inspect the records described in clause 9.1, during normal business hours. GROW pays the cost of the audit unless it shows that Recorded Commission was understated by more than 10% for any month, in which case you must pay the reasonable cost of the audit.
9.4 You must pay any shortfall shown under clause 7.5 or this clause 9 within 14 days of invoice, with interest under clause 8.5 from the date the original invoice was due.
9.5 Deliberate or repeated understatement of EPC or Commission is a material breach of these CSS Partner Terms.
10.1 Each party will comply with the UK GDPR and the Data Protection Act 2018 (and, where it applies, the EU GDPR) (“Data Protection Law”).
10.2 GROW is a controller of the personal data of your users and contacts that it uses to run your account, bill you and communicate with you, as described in its Privacy Policy.
10.3 For any personal data that GROW processes on your behalf in providing the Platform (for example conversion, click, customer-list or Merchant contact data in your connected accounts and uploads) (“Partner Personal Data”), you are the controller and GROW is your processor. The data processing terms in clause 11 apply.
10.4 Your data. GROW uses Merchant, product, Commission and campaign data you provide only to provide the Platform to you. GROW does not use one CSS Partner’s data to optimise, benchmark or train models for another customer.
10.5 Google API data. GROW’s use and transfer of information received from Google APIs follows the Google API Services User Data Policy, including the Limited Use requirements, as described in GROW’s Privacy Policy.
11.1 Scope. GROW processes Partner Personal Data for the term of your plan, for the purpose of providing the Platform. The data may concern your customers, website visitors, Merchant contacts and users, and may include identifiers, contact details, online identifiers, click and conversion data. GROW does not expect to process special category data, and you must not upload it.
11.2 When it processes Partner Personal Data, GROW will: (a) process it only on your documented instructions (which are these CSS Partner Terms and your use of the Platform), unless required by law, in which case GROW will tell you first where the law allows; (b) ensure that people authorised to process it are bound by confidentiality; (c) take appropriate technical and organisational security measures under Article 32 UK GDPR; (d) not engage a sub-processor without your general authorisation — you give that authorisation for GROW’s current sub-processors (including hosting, database, email and AI providers), and GROW will tell you of any intended change and give you the chance to object; GROW will put written terms in place with each sub-processor that give the same protection as this clause and remains responsible for them; (e) assist you, taking into account the nature of the processing, with data subject requests and with your obligations on security, breach notification, impact assessments and consultation with regulators; (f) notify you without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting Partner Personal Data; (g) at the end of your plan, delete or return Partner Personal Data at your choice, unless the law requires GROW to keep it; and (h) make available the information reasonably needed to show compliance with this clause, and allow audits by you or your auditor on reasonable notice, not more than once in any 12 months, at your cost.
11.3 International transfers. GROW will not transfer Partner Personal Data outside the UK unless the transfer is to a country covered by UK adequacy regulations or is protected by an appropriate safeguard, such as the UK International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses.
11.4 You confirm that your instructions comply with Data Protection Law and that you have a lawful basis to share Partner Personal Data with GROW.
12.1 Each party will keep the other’s confidential information confidential, use it only to perform or receive the services under these CSS Partner Terms, and disclose it only to its employees, advisers and sub-contractors who need to know it and are bound by confidentiality.
12.2 Your Commission data, Merchant terms, EPC values and pricing are your confidential information. The Platform, its non-public features and the terms of your Order are GROW’s confidential information.
12.3 This clause does not apply to information that is or becomes public (other than through a breach), was already lawfully known to the recipient, is independently developed, or must be disclosed by law or a regulator (in which case the recipient will, where allowed, tell the other party first).
12.4 These obligations continue for 3 years after your plan ends, and indefinitely for trade secrets.
13.1 GROW and its licensors own all intellectual property rights in the Platform, including its software, algorithms, models, optimisation systems and documentation. Nothing in these CSS Partner Terms transfers those rights to you.
13.2 You (or your Merchants or licensors) own your product data, content, Commission data and campaign content. You grant GROW a non-exclusive licence to use them for the term of your plan, only to provide the Platform to you.
13.3 GROW may use anonymised and aggregated technical and usage information (which does not identify you, your Merchants or any individual, and does not include Google user data) to operate, secure and improve the Platform.
14.1 During the term of your plan, GROW grants you a limited, non-exclusive, non-transferable licence to use the Platform for your own business purposes of operating your CSS.
14.2 You must not: (a) copy, modify, reverse engineer or create derivative works from the Platform, except as the law allows; (b) resell, sub-license or provide the Platform to third parties (including Merchants) as a service, unless your Order allows it; (c) use the Platform to build a competing product; (d) interfere with its security or integrity; or (e) share log-in details between businesses.
15.1 Nothing in these CSS Partner Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded.
15.2 Subject to clause 15.1, GROW is not liable, whether in contract, tort (including negligence) or otherwise, for: (a) loss of profits, revenue, Commission or business; (b) loss of advertising spend or overspend; (c) loss of opportunity or goodwill; (d) loss or corruption of data; (e) any loss caused by a change in your CSS status, Google’s actions, Merchant or network decisions, or inaccurate data supplied by you or third parties; or (f) any indirect or consequential loss.
15.3 Subject to clause 15.1, GROW’s total liability arising from or in connection with these CSS Partner Terms and the Platform in any 12-month period is limited to the total fees paid by you to GROW in the 12 months before the event giving rise to the claim.
15.4 The limits in this clause 15 do not apply to your obligation to pay fees, or to your liability under clause 16.
15.5 Any claim must be brought within 12 months of the date the claimant became aware, or ought reasonably to have become aware, of it.
16.1 You will indemnify GROW against all losses, damages, fines, costs and reasonable legal fees arising from any claim, investigation or action by a third party (including Google, a Merchant, an affiliate network, a regulator or a consumer) to the extent it arises from: (a) your breach of the CSS Programme, Google policies or your agreements with Merchants or networks; (b) your product feeds, advertising content, landing pages or website; (c) infringement of a third party’s rights by your content or campaigns; (d) your breach of Data Protection Law or consumer protection law; or (e) your breach of clause 14.2.
16.2 GROW will tell you promptly about any such claim, allow you to conduct its defence at your cost (with GROW’s reasonable cooperation), and not settle it without your consent (not to be unreasonably withheld).
17.1 Your plan starts on the date you accept your Order and continues on a rolling monthly basis until ended under this clause.
17.2 Either party may end your plan for any reason by giving at least 30 days’ written notice (by email, or through the Platform where available). Your plan ends on the expiry of the notice (the “End Date”).
17.3 Either party may end your plan immediately by written notice if the other: (a) commits a material breach that cannot be remedied, or does not remedy a remediable breach within 14 days of being asked to; or (b) becomes insolvent, enters administration, liquidation or a voluntary arrangement, has a receiver appointed, stops trading, or anything similar happens in any country. GROW may rely on (b) only to the extent the law allows.
17.4 GROW may also end your plan, or suspend CSS features, immediately by written notice if: (a) you stop being, or operating under, an approved CSS; (b) Google suspends or ends your CSS, Merchant Center or Google Ads account, or GROW’s access to Google’s APIs; (c) any amount is more than 30 days overdue; or (d) GROW reasonably believes your use of the Platform is unlawful or puts GROW’s relationship with Google at risk.
17.5 For CSS Partners, this clause 17 replaces the provisions of clause 10 of the Platform Terms that allow GROW to end a subscription at any time, for any reason, without notice.
18.1 All fees for the period up to the End Date remain payable, including the Fixed Charges for the notice period and the Commission Fee on Recorded Commission up to the End Date. GROW will issue a final invoice within 30 days after the End Date, which is payable under clause 8. The fee offset in clause 6.4 applies to the final invoice in the same way as to any other invoice.
18.2 Fees already paid are not refundable, except where GROW ends your plan under clause 17.2 or for GROW’s breach, in which case GROW will refund any Fixed Charges paid for the period after the End Date.
18.3 On the End Date your Licence ends, Platform automation stops, and the connection between the Platform and your Google accounts is removed. GROW-Managed Campaigns may stop working as intended. You are responsible for taking control of your campaigns before the End Date. Clause 10 of the Platform Terms (Google Ads Campaign Termination) applies.
18.4 For 30 days after the End Date, on request, GROW will make available an export of your campaign configuration and EPC settings held in the Platform, in a commonly used format. After that, GROW will delete or anonymise your data in line with clause 11.2(g) and its retention policy, unless the law requires it to keep it.
18.5 Clauses that by their nature should survive (including clauses 7, 8, 9, 10, 11, 12, 15, 16, 18 and 22) continue after your plan ends.
19.1 Clauses 6 (Third-Party Integrations), 15 (Third-Party Data Accuracy), 18 (Advertising Platform Risk), 19 (Platform Availability) and 23 (Force Majeure) of the Platform Terms apply to these CSS Partner Terms.
19.2 GROW is not liable for any delay or failure caused by Google changing or withdrawing the CSS Programme, its APIs or its policies. If such a change makes the Platform’s CSS features unworkable, either party may end your plan on 14 days’ written notice.
20.1 GROW may change these CSS Partner Terms, or the fees, bands or rates in your Order, by giving you at least 30 days’ written notice. If you do not agree, you may end your plan with effect from the date the change takes effect by telling GROW before that date. Changes to fees will not apply to any month that started before the change takes effect.
20.2 GROW may make a change on shorter notice where it is required by law or by a change to the CSS Programme or Google’s policies, and will give as much notice as it reasonably can.
20.3 GROW may ask you to accept an updated version of these CSS Partner Terms in your account. Each version has its own version number, and GROW keeps a record of the version you accepted.
21.1 Your agreement with GROW for CSS services is made up of: (a) your Order; (b) these CSS Partner Terms; and (c) the Platform Terms. If they conflict, they take priority in that order.
21.2 They are the entire agreement between the parties about their subject matter and replace any earlier proposal, rate card, discussion or agreement (including any earlier CSS Partner Addendum). Each party confirms it has not relied on any statement not set out in them. This does not limit liability for fraud.
22.1 Assignment. You may not assign, transfer or sub-contract your rights or obligations without GROW’s prior written consent. GROW may assign them to an affiliate, or to a buyer of all or part of its business, on written notice to you.
22.2 Notices. Notices must be in writing and sent by email: to GROW at appsupport@grow.online, and to you at the email address of the account owner or billing contact in your account. An email notice is received at the time sent if sent on a Business Day before 5pm UK time, and otherwise on the next Business Day. Notices of a claim or breach must also be sent by post to the other party’s registered address.
22.3 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture or agency, and the use of the word “Partner” does not create a legal partnership.
22.4 Third-party rights. No one other than GROW and you has any right to enforce these CSS Partner Terms under the Contracts (Rights of Third Parties) Act 1999.
22.5 Waiver and severance. A delay in enforcing a right is not a waiver of it. If any part of these CSS Partner Terms is found invalid, the rest remains in force.
22.6 Disputes. Before starting court proceedings (other than for urgent relief or unpaid invoices), the parties will try to resolve a dispute through good-faith negotiation between senior representatives for 30 days after written notice of it.
22.7 Governing law and jurisdiction. These CSS Partner Terms and any dispute arising from them (including non-contractual disputes) are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
GROW SRP Ltd, Neptune House, Staffordshire Technology Park, Stafford, ST18 0WQ, United Kingdom. Email: appsupport@grow.online.