Terms and Conditions

Introduction

These Terms and Conditions govern the use of GROW Platform, a software platform operated by GROW SRP Ltd ("Grow Online", "we", "us", or "our").

By creating an account or using the Platform, you agree to these Terms.

1. Definitions

Platform

The software platform provided by Grow Online which allows users to connect advertising accounts, analyse performance data, and manage advertising campaigns.

User / Customer

Any business or organisation that creates an account and uses the Platform.

Connected Accounts

Third-party advertising accounts connected to the Platform, including but not limited to accounts with advertising platforms such as Google Ads.

Subscription Plan

The subscription package selected by the User, setting out the subscription fee, setup fee (if any), variable fee structure (fixed or tiered), metering basis (Tracked Revenue, Advertising Spend or CPA), usage allowances, overage rates and any add-ons applicable to the User. The Subscription Plan applicable to the User is shown in the User's account under Subscriptions.

Subscription Fees

The recurring fees charged for access to the Platform at the rate specified in the User's Subscription Plan.

Variable Fees

Fees calculated as a fixed or tiered percentage of Tracked Revenue, Advertising Spend or CPA, as defined in the User's Subscription Plan.

Tracked Revenue

Revenue generated through advertising activity managed via the Platform, as reported by the relevant advertising platform's conversion-tracking data.

Advertising Spend

Media spend on advertising activity managed via the Platform, as reported by the relevant advertising platform.

CPA

Cost per acquisition: the average cost per tracked conversion reported by the relevant advertising platform for advertising activity managed via the Platform.

Billing Conversion Rate

The exchange rate applied to convert figures denominated in a currency other than the User's billing currency into the billing currency for invoicing purposes, as further described in clause 9 (Fees and Payment).

2. Business Use Only

The Platform is intended for use by businesses and organisations only.

By creating an account or using the Platform, the user confirms that they are acting in the course of a business or professional activity and not as a consumer.

3. Platform Services

Grow Online provides a software platform that enables businesses to:

• connect authorised advertising accounts
• analyse advertising performance data
• manage advertising campaigns
• automate campaign optimisation
• monitor revenue and return on advertising spend
• generate reports and performance insights

The Platform may include features that allow automated optimisation, including bid adjustments, budget changes, campaign configuration changes, and other optimisation actions.

The Platform may also include optional managed optimisation services where Grow Online assists in configuring and operating campaigns on behalf of the user.

Grow Online provides software tools and optimisation technology only and does not provide financial, legal, or business advice.

4. Account Registration

To use the Platform, users must create an account.

Users must:

• provide accurate information
• keep login credentials secure
• ensure authorised use of the account

Users are responsible for all activity carried out through their account.

5. Account Security

Users are responsible for maintaining the confidentiality of their login credentials and for all activity conducted through their account.

Users must promptly notify Grow Online if they become aware of any unauthorised access to their account.

Grow Online shall not be liable for any loss or damage arising from unauthorised access caused by the user's failure to maintain account security.

6. Third-Party Integrations

The Platform may connect to third-party services including advertising platforms.

Users authorise Grow Online to access data from connected services solely for the purpose of providing Platform functionality.

Grow Online:

• does not control third-party platforms
• is not responsible for their policies or actions
• cannot guarantee availability of integrations

Third-party platforms may change APIs, suspend accounts, or restrict access at any time.

Grow Online shall not be responsible for any loss arising from such actions.

7. Advertising Accounts and Advertising Spend

Users remain fully responsible for their advertising accounts.

This includes responsibility for:

• all advertising spend
• media costs
• advertising platform fees
• campaign settings
• compliance with platform policies

Grow Online does not hold, process, or control advertising budgets and does not collect advertising spend on behalf of users.

All advertising spend is incurred directly by the user with the relevant advertising platform.

Grow Online shall not be liable for any advertising costs incurred by the user.

8. Automation and Campaign Optimisation

The Platform may offer automated optimisation features.

Where these features are enabled, the user authorises the Platform to apply campaign adjustments based on the rules and settings configured by the user.

Users may disable automation features at any time.

Users remain responsible for monitoring their advertising accounts and campaign activity.

9. Fees and Payment

Subscription Fees

Access to the Platform requires payment of a recurring subscription fee at the rate specified in your Subscription Plan. Subscription fees:

• are billed monthly in advance unless your Subscription Plan specifies a different billing period;
• renew automatically at the end of each billing period unless cancelled in accordance with these Terms;
• are non-refundable except where required by law.

Setup Fees

Where your Subscription Plan includes a setup fee, it is charged once at the start of your subscription and is shown alongside the subscription fee at the point you subscribe.

Variable Fees

In addition to subscription and setup fees, your Subscription Plan may include Variable Fees that are charged based on activity processed through the Platform.

Variable Fees are calculated as a percentage of one of the following metering bases, as specified in your Subscription Plan:

• Tracked Revenue generated through advertising activity managed via the Platform;
• Advertising Spend managed through the Platform; or
• Cost per Acquisition (CPA), measured against tracked conversions reported by the relevant advertising platform.

The percentage applied may be:

• a fixed percentage that does not change with volume; or
• a tiered percentage that decreases as volume increases, with the applicable bands and rates set out in your Subscription Plan.

Variable Fees are calculated using data reported by the Platform. The Platform's reporting data shall be the authoritative source for calculating Variable Fees unless otherwise agreed in writing.

Variable Fees are billed monthly in arrears based on the activity recorded during the relevant billing period.

Where to find the fees applicable to you

The exact subscription fee, setup fee (if any), metering basis (Tracked Revenue, Advertising Spend or CPA), fee structure (fixed or tiered), applicable rates and any add-on charges that apply to your plan are presented to you at the point you subscribe and are available at any time in your account under Subscriptions.

By continuing to use the Platform you confirm that you have reviewed and accept the fees and charges set out for your Subscription Plan.

Currency

Fees are charged in your account billing currency, which is GBP, USD or EUR depending on the Subscription Plan you select. Where a Subscription Plan is available in more than one currency, prices may differ between currencies; the price applicable to you is the price displayed in your billing currency at the point you subscribe.

If your Connected Accounts (including Google Ads accounts) operate in a currency other than your billing currency, the underlying figures used to calculate your Variable Fees — including Tracked Revenue, Advertising Spend and any conversion-value or CPA data reported by the relevant advertising platform — will be converted into your billing currency for invoicing purposes.

Conversion is performed using the exchange rate prevailing at the time the relevant invoice is generated (the “Billing Conversion Rate”). The Billing Conversion Rate is sourced from a reputable foreign-exchange data provider and may include a small spread to cover currency-conversion costs. The Billing Conversion Rate applied to your invoice is shown on that invoice.

Exchange rates fluctuate between billing periods. As a result, the Variable Fees calculated in your billing currency may vary between billing periods even where the underlying advertising activity is unchanged. Grow Online is not liable for changes in exchange rates or for any variation in your fees that results from such changes.

VAT and other taxes

All fees are stated exclusive of VAT and any other applicable sales, use, withholding or similar taxes, which will be added at the prevailing rate where required by law and shown separately on your invoice.

Add-ons

Optional add-ons — including (without limitation) additional support packages, premium features, sales-generation services, lead-generation services and custom services — may be available at additional cost as set out in your account. Add-on fees are billed in addition to your subscription, setup and Variable Fees.

Changes to fees

Grow Online may change subscription fees, setup fees, Variable Fee rates, tier bands or add-on charges by giving you not less than 30 days’ written notice (which may be given by email or through the Platform). If you do not accept a fee change, you may terminate your subscription with effect from the date the change takes effect by giving notice in accordance with clause 10 (Cancellation and Termination). Continued use of the Platform after the effective date of a fee change constitutes acceptance of the new fees.

Late payment

If a payment is not made when due, Grow Online may suspend access to the Platform until the outstanding amount is paid in full and may charge interest on overdue amounts at the rate prescribed under the Late Payment of Commercial Debts (Interest) Act 1998.

10. Cancellation and Termination

User Cancellation

Users may cancel their subscription by providing 30 days written notice through the Platform or by contacting Grow Online.

During the notice period, the user will continue to have access to the Platform and all applicable subscription fees and performance fees remain payable.

At the end of the notice period, the user's access to the Platform will be terminated.

Termination by Grow Online

Grow Online reserves the right to cancel, suspend, or terminate any subscription or user access at any time, for any reason, without notice. In such cases, Grow Online may, at its discretion, provide a pro-rata refund for any prepaid subscription fees for the unused portion of the billing period.

Without limiting the above, Grow Online may suspend or terminate access to the Platform immediately where:

• subscription fees remain unpaid
• the Platform is misused or accessed in a manner inconsistent with these Terms
• unlawful, fraudulent, or harmful activity is detected
• advertising platform policies are violated through the user's advertising activities
• excessive, abusive, or disruptive use of the Platform occurs
• the user attempts to interfere with the security, functionality, or integrity of the Platform

Effect of Cancellation or Termination

Upon cancellation or termination of access:

• the user will no longer be able to access their account through the Platform
• all Platform features and services will cease operating for the user
• any automation systems, optimisation workers, artificial intelligence services, or campaign management tools provided by the Platform will stop operating
• any synchronisation or data exchange between the Platform and connected advertising accounts will cease
• the connection between Google Ads and the Platform will be removed

Google Ads Campaign Termination

Users acknowledge that Google Ads campaigns built and managed through the GROW Platform are powered by the active connection between Google Ads and the Platform.

Upon termination of your subscription:

• this connection will be removed
• campaigns created or managed through the Platform may stop working or stop receiving updates
• bid adjustments, budget management, and automated optimisations will cease
• campaign structures that depend on Platform synchronisation may no longer function as intended

Grow Online shall not be responsible for any changes in campaign performance, delivery, or functionality that occur after termination of Platform access.

Users are strongly advised to review and take manual control of their Google Ads campaigns prior to or immediately following cancellation.

Data Retention

Grow Online may delete, archive, or anonymise user data following termination of access to the Platform in accordance with its data retention policies and applicable law.

11. Acceptable Use

Users must not:

• use the Platform for unlawful purposes
• violate advertising platform policies
• submit misleading or fraudulent advertising
• attempt to reverse engineer or copy the Platform
• interfere with platform security
• abuse integrations or API connections

Grow Online may suspend access where misuse occurs.

12. Fair Usage Policy

Purpose

This Fair Usage Policy ensures all users receive consistent, reliable access to the Platform. It applies to all subscription plans unless otherwise stated.

Usage Limits

Subscription plans include defined usage allowances which may include:

• API request volumes
• data storage limits
• automation frequency limits
• the number of connected advertising accounts
• processing and synchronisation limits

Specific limits applicable to your subscription are defined in your account settings and Subscription Plan details.

Monitoring

We monitor Platform usage to maintain service quality and protect infrastructure. Where usage significantly exceeds normal patterns or affects other users, we may contact you to discuss your requirements.

Exceeding Limits — Additional Costs and Overages

If your usage of the Platform exceeds the allowances included in your Subscription Plan — whether on a one-off, recurring or sustained basis — Grow Online may, at its discretion:

1. notify you and provide an opportunity to upgrade to a Subscription Plan that accommodates your usage;
2. apply additional costs and overage charges at the rates set out in your Subscription Plan; or
3. throttle, restrict or suspend access to specific Platform features until usage returns to within the limits of your Subscription Plan.

Allowances and overage rates may apply to (without limitation):

• the number of products or SKUs synchronised, stored or processed by the Platform;
• data storage volumes;
• compute, processing or synchronisation usage required to operate the Platform on your behalf;
• API request volumes (including requests made to and received from connected third-party platforms);
• automation frequency, including the rate at which bid changes, budget changes, product additions or other automated actions are executed;
• the number of Connected Accounts; and
• the number of authorised users on your account.

The specific allowances, overage thresholds and overage rates that apply to your Subscription Plan are shown in your account under Subscriptions and are presented to you at the point you subscribe. By continuing to use the Platform you confirm that you have reviewed and accept those allowances and rates.

Where overage charges are applied, they are billed monthly in arrears alongside your Variable Fees.

Google API Compliance

Your use of the Platform must comply with Google Ads API Terms and Conditions and Google Merchant Center policies. Violation of Google’s terms may result in suspension of Platform access.

Policy Updates

We may update this Fair Usage Policy from time to time. Material changes will be communicated through the Platform or by email.

13. Intellectual Property

All intellectual property rights in the Platform, including software, algorithms, optimisation systems, and documentation remain the property of Grow Online.

Users are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for their internal business purposes.

Users may not copy, reproduce, distribute, or create derivative works based on the Platform.

14. Confidentiality

Users may disclose information to Grow Online in connection with use of the Platform.

Grow Online will treat confidential information with reasonable care.

Grow Online does not enter into separate Non-Disclosure Agreements unless expressly agreed in writing.

15. Third-Party Data Accuracy

The Platform relies on data provided by third-party services including advertising platforms and analytics systems.

Grow Online does not control the accuracy, completeness, or availability of such data.

Advertising platforms may revise, delay, or change reporting metrics including conversion tracking, attribution models, and performance data.

Grow Online shall not be responsible for any inaccuracies, reporting delays, attribution discrepancies, or changes to data provided by third-party platforms.

16. Advertising Performance Disclaimer

Advertising performance and the commercial outcomes of activities performed through the Platform depend on numerous factors that are outside Grow Online’s control. These factors may include, without limitation: advertising-platform algorithms; auction competition; audience targeting; creative quality; product pricing; product availability; landing-page and website performance; market demand; seasonality; and the accuracy and completeness of data provided to Grow Online by the user or by third-party platforms.

Without limitation, Grow Online does not warrant or guarantee:

• any minimum revenue, profit, margin, return on advertising spend (ROAS), cost per acquisition (CPA), conversion rate, sales volume, lead volume or any other commercial or financial outcome;
• that automation actions taken by the Platform — including (without limitation) bid changes, budget changes, campaign creation, campaign configuration changes, product additions, product pausing, product reactivation or any other automated optimisation action — will improve campaign performance, reduce cost, increase profit or otherwise produce a positive commercial outcome;
• the accuracy, completeness or fitness for purpose of any cost data (including, without limitation, cost of goods sold, shipping, fulfilment, payment fees, returns reserves and any custom cost layers) imported, calculated or aggregated by the Platform, including data processed by MarginStack™, ProfitClarity™ and UpKeep™;
• that bid, budget, campaign or other recommendations generated by the Platform are optimal or will outperform alternative configurations;
• that Platform reporting will reconcile exactly with reporting from Google Ads, Google Merchant Center or any other third-party platform; or
• that the Platform will detect, prevent or correct errors in data supplied by the user or by third parties.

The user acknowledges that responsibility for cost data accuracy, advertising-account configuration, ad creative, product data, pricing, fulfilment and overall commercial decisions rests with the user, and that Grow Online’s role is limited to providing the software tools and optimisation technology described in clause 3 (Platform Services).

17. Algorithm and Optimisation Disclaimer

The Platform may provide automated optimisation features including campaign adjustments, bid management, or optimisation recommendations.

These systems rely on algorithms and statistical models.

Users acknowledge that such optimisation does not guarantee specific outcomes.

Users remain responsible for monitoring their advertising accounts and campaign performance.

18. Advertising Platform Risk

Advertising platforms operate independently of Grow Online.

Platforms may suspend, restrict, or terminate advertising accounts at their discretion.

Grow Online has no control over these actions and shall not be liable for any account suspensions, ad disapprovals, policy violations, or restrictions imposed by advertising platforms.

19. Platform Availability

Grow Online will use reasonable efforts to maintain availability of the Platform.

However, the Platform may be unavailable due to maintenance, updates, infrastructure failures, third-party outages, or events beyond our control.

Grow Online does not guarantee uninterrupted operation of the Platform.

20. Disclaimer of Warranties

The Platform is provided on an "as is" and "as available" basis.

Grow Online makes no warranties regarding:

• uninterrupted availability
• accuracy of third-party data
• performance improvements
• compatibility with third-party services

21. Limitation of Liability

To the fullest extent permitted by law, Grow Online shall not be liable for:

• loss of profits
• loss of revenue
• loss of business
• loss of advertising spend
• loss of opportunity
• loss of data
• business interruption
• indirect or consequential losses

Grow Online's total liability arising from or relating to the Platform shall not exceed the total fees paid by the user to Grow Online during the twelve (12) months preceding the claim.

Nothing in these Terms excludes or limits liability for:

• death or personal injury caused by negligence
• fraud or fraudulent misrepresentation
• any liability which cannot legally be excluded or limited under applicable law.

22. Indemnity

Users agree to indemnify Grow Online against claims arising from:

• advertising content created by the user
• violations of advertising platform policies
• unlawful products promoted by the user
• misuse of the Platform

23. Force Majeure

Grow Online shall not be liable for failure or delay resulting from events beyond its control including:

• natural disasters
• cyber attacks
• internet failures
• cloud provider outages
• government actions

24. Dispute Resolution

Before initiating legal proceedings, the user agrees to attempt to resolve disputes with Grow Online through good-faith negotiation.

Both parties will attempt to resolve the dispute for 30 days following written notice.

25. Limitation on Claims

Any claim arising from use of the Platform must be brought within 12 months from the date the claim arose.

Claims brought after this period shall be permanently barred.

26. International Use

Users are responsible for complying with all laws in their jurisdiction.

Grow Online is not responsible for local advertising compliance.

27. Changes to the Platform

Grow Online may modify, update, replace, or discontinue any part of the Platform or its features at any time.

Grow Online shall not be liable for any loss or disruption resulting from such changes.

28. Changes to These Terms

Grow Online may update these Terms from time to time.

Continued use of the Platform constitutes acceptance of the revised Terms.

29. Assignment

Users may not assign or transfer their rights or obligations under these Terms without the prior written consent of Grow Online.

Grow Online may assign or transfer its rights or obligations to an affiliate, successor, or purchaser of the business.

30. Governing Law

These Terms are governed by the laws of England and Wales.

31. Contact Information

GROW SRP Ltd

Neptune House,
Staffordshire Technology Park, Stafford.
United Kingdom.
ST18 0WQ

appsupport at grow dot online

https://grow.online