GROW Partner Agreement

Version 2026-10-05

This agreement sets out the rules for taking part in the GROW Partner Programme. Please read it carefully. By ticking the box when you apply or accept an invitation, you agree to it.

1. About this Agreement

1.1 This Partner Agreement (the “Agreement”) is between GROW SRP Ltd, a company registered in England and Wales (company number 10344679), whose registered office is at Neptune House, Staffordshire Technology Park, Stafford, ST18 0WQ (“GROW”, “we”, “us”) and the person or business accepted into the GROW Partner Programme (the “Programme”) (“you”, the “Partner”).

1.2 You accept this Agreement by ticking the acceptance box when you apply or accept an invitation. It applies from the date we approve you.

1.3 This Agreement includes: (a) your commission plan shown in your partner dashboard (the “Commission Plan”); (b) the GROW Brand Guidelines in your partner portal; and (c) the Prohibited Content list in Schedule 1. If they conflict, this Agreement wins, then the Commission Plan, then the Brand Guidelines.

1.4 The GROW Terms and Conditions and Privacy and Cookie Policy also apply where relevant. If you are also a GROW customer, your customer account remains governed by the Terms and Conditions.

2. Who can join

2.1 To join you must: (a) be at least 18; (b) act in the course of a business, trade or profession, not as a consumer; (c) give accurate, complete information and keep it up to date; (d) own or control every website, channel and account you use to promote GROW; and (e) not be a sanctioned person, or owned or controlled by one.

2.2 You may hold only one partner account. Accounts cannot be shared, sold or transferred.

2.3 We may accept or refuse any application, and may set your partner tier, at our sole discretion. We do not have to give reasons.

3. Your relationship with GROW

3.1 You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture or franchise relationship between you and GROW.

3.2 You have no authority to act for, speak for, or bind GROW. You must not make any contract, promise, warranty or commitment on GROW’s behalf.

3.3 When you refer to your relationship with us, you must use your own name or business name together with the words “Independent GROW Partner”. You must never describe yourself as GROW, GROW staff, or a GROW office, team, agent, representative or reseller.

3.4 The Programme is non-exclusive. You may promote other products, and we may appoint other partners anywhere.

3.5 You are responsible for your own costs, staff, equipment, insurance and tax.

4. GROW brand and intellectual property

4.1 All intellectual property in GROW, the GROW platform, our names (including GROW, Grow Online, MarginStack™, ProfitClarity™, UpKeep™ and our other product names), logos, designs, websites, content and marketing materials (the “GROW Brand”) belongs to GROW or its licensors.

4.2 We grant you a limited, non-exclusive, non-transferable, revocable licence to use the approved assets we provide in your partner portal, without alteration, only to promote the Programme in line with this Agreement and the Brand Guidelines. All use of the GROW Brand, and the goodwill it creates, benefits GROW.

4.3 You must not, without our prior written consent:

• use any GROW Brand name, or anything confusingly similar, in a business name, trading name, logo, domain name, email address, social media handle, page name, app or channel name;
• register, or apply to register, any trade mark, domain name or handle containing or resembling the GROW Brand;
• create websites, landing pages, profiles, emails or ads that copy, resemble or mirror the look and feel of GROW’s websites, platform or communications;
• alter, recolour, crop, animate or combine our logos or assets, or create your own versions of them;
• use the name, image, voice or likeness of any GROW employee or director, or create AI-generated, edited or synthetic content that depicts or imitates GROW, its people or its platform; or
• use the GROW Brand in a way that is misleading, disparaging or harmful to GROW’s reputation.

4.4 If you hold any domain name, handle or account that breaches clause 4.3, you must transfer it to us, or close it, within 7 days of our request, at your own cost.

4.5 You must stop or change any use of the GROW Brand within 48 hours of our request.

5. Representing GROW honestly

5.1 Whenever you promote GROW you must clearly disclose that you are an Independent GROW Partner and that you may earn a commission.

5.2 You must describe GROW accurately and only make statements that are consistent with our current published materials.

5.3 You must not promise or guarantee any result, including any revenue, profit, return on ad spend (ROAS), cost per acquisition, saving, ranking or earnings. Any figures, case studies or examples you share must be presented as illustrative only.

5.4 You must not suggest that GROW holds, manages or is responsible for a customer’s advertising budgets, ad spend or advertising accounts, or that GROW’s automation, recommendations or AI will improve results. Under the GROW Terms and Conditions the customer stays responsible for their own ad accounts, spend, content and data.

5.5 You must not: (a) quote, set or negotiate prices, discounts, trials, refunds or contract terms; (b) accept any payment from a customer for GROW; (c) create a GROW account in a customer’s name or accept GROW’s terms on their behalf; or (d) ask any person for their GROW login, password, two-factor code or payment details, or for access to their Google Ads, Merchant Center or other accounts in GROW’s name.

5.6 Any services you provide to a customer yourself (for example agency or consultancy work) are provided under your own name and contract. You must make clear to the customer that GROW is not a party to them and is not responsible for them.

5.7 You must pass any complaint, support request or legal notice about GROW to GROW support promptly and must not try to resolve it yourself.

6. How you may promote GROW

6.1 You must not use any of the following methods:

• bidding on, or targeting, any GROW Brand name, misspelling or variation in paid search or paid social, or using them in display URLs;
• any paid advertising that mentions the GROW Brand, unless we have approved it in writing first;
• spam, unsolicited bulk email, SMS or messaging, scraped or purchased lists, or calls to numbers on the TPS or CTPS without the required consent;
• cookie stuffing, forced clicks, pop-unders, hidden frames, URL masking, cloaking or any method that sets tracking without a genuine click;
• bots, scrapers or automated sign-ups;
• coupon, voucher or cashback sites, or any discount code we have not issued to you;
• cash, gifts, rewards or prize draws in return for sign-ups;
• referring yourself, your own business, your employer, or a person or business connected to you;
• fake, incentivised or undisclosed reviews or testimonials; or
• any method that breaches the rules of the platform you are using (for example Google, Meta, LinkedIn or TikTok policies).

6.2 You must not promote GROW on or alongside any content listed in Schedule 1 (Prohibited Content).

6.3 You may only contact people who have agreed to hear from you or whom you may lawfully contact, and you must stop contacting anyone who asks you to.

7. Referrals and tracking

7.1 A customer is referred by you when they sign up through your tracked link, share link, landing page or demo invitation within 60 days of clicking it, or enter your partner code before their first payment.

7.2 The first partner to introduce a customer receives the credit. A later click from another partner does not replace it. A typed partner code may replace an earlier introduction only before the customer’s first payment.

7.3 Existing paying customers cannot be referred. Referrals that breach this Agreement are not valid.

7.4 Our tracking records are final, except for clear errors. We may assign or correct a referral by hand where the evidence is clear, and we log every change.

7.5 We are not responsible for referrals that cannot be tracked (for example where cookies are blocked or cleared, or a different device is used).

7A. Visit tracking, performance data and attribution

7A.1 We record visits to your tracked links, share links and landing pages so that we can measure performance and attribute referrals (“Performance Data”). A summary of your Performance Data is shown in your dashboard.

7A.2 To keep Performance Data accurate and to protect the Programme from abuse, we:

• (a) count repeat visits by the same visitor to the same link within a period as a single visit;
• (b) apply reasonable limits to how often visits are recorded from the same source; and
• (c) do not count automated or non-genuine traffic, such as bots, link-preview services, browser pre-loading or content loaded in hidden frames.

7A.3 These measures apply to how visits are counted only. They do not limit, delay or prevent anyone from signing up, and a customer who signs up through your link is attributed in line with clause 7.

7A.4 Visit counts are a guide to performance only. Commission depends solely on valid referrals and payments under clauses 7 and 8, not on the number of visits recorded.

7A.5 Tracking relies on technology outside our control, including cookies, browser and device settings, privacy tools, ad and content blockers, and third-party platforms. GROW is not responsible for, and has no liability in respect of, any visit or referral that is not recorded or attributed because cookies, tracking or similar technologies are blocked, restricted, deleted or otherwise unavailable.

7A.6 To improve the chance of a referral being attributed to you, we encourage you to give prospective customers your unique partner code and ask them to enter it when they sign up.

7A.7 Partner codes must be used exactly as we issue them. Neither you nor any customer or other person may alter, shorten, combine or create variations of a partner code, and you must not encourage or allow anyone to do so. A code that has been changed may not be recognised, and we are not responsible for any referral that is not attributed as a result.

7A.8 You must not create, inflate or manipulate Performance Data, for example by repeatedly visiting your own links, using automated tools, or offering incentives for clicks from people with no genuine interest in GROW. We may disregard any affected data, and doing so is a breach of this Agreement.

8. Commission

8.1 Your Commission Plan — how much you earn, how it is worked out and for how long — is set for you and shown in your partner dashboard. Commission Plans can differ between partners. Your Commission Plan is one of these types:

• Standard: a one-off commission for each new customer you refer, earned when that customer pays their first full monthly invoice and never more than the net amount we receive for that invoice.
• Recurring (Premium partners, by invitation only): a percentage of each paid monthly invoice from that customer, for the period set in your Commission Plan, from their first full paid invoice.

8.2 Commission is calculated only on money we have actually received and kept: the invoice total minus VAT and other taxes, credits, refunds, and card or payment fees. It is earned only on the GROW app the customer signed up for, and only on invoices paid after you introduced them.

8.3 Unpaid, overdue, failed, cancelled, refunded or charged-back invoices earn no commission.

8.4 A customer’s Commission Plan is fixed at the time they are referred. We may change Commission Plans for future referrals on notice under clause 21.

8.5 Commission is payable 14 days after the customer’s payment reaches us, never before. We pay by bank transfer (or another method we offer in the portal) once your balance is at least £50; smaller balances carry forward. We may pause payouts for 72 hours after you change your payout details, as a security check.

9. Self-billing, VAT and tax

9.1 You agree that GROW will raise self-billed invoices for all commission payable to you under this Agreement, and that you will not issue your own sales invoices for that commission.

9.2 Commission amounts exclude VAT. If you are registered for UK VAT and give us a valid VAT number, we will add VAT at the applicable rate once we have verified your registration, and show it on the self-billed invoice. You must tell us immediately if your VAT registration changes or is cancelled, or if you transfer your business. This self-billing agreement lasts for 12 months from your acceptance and renews each time you accept or re-accept this Agreement, unless either of us ends it in writing.

9.3 You are responsible for your own income tax, national insurance, VAT and any other taxes or fees. We may require tax documentation before your first payout and may withhold amounts where required by law.

10. Holds, clawback and set-off

10.1 If a payment is refunded, charged back, reversed or found to be fraudulent, or a referral breaches this Agreement, the related commission is cancelled. If it has been paid, we will deduct it from future payouts, and any negative balance carries forward.

10.2 We may hold commission while we investigate suspected fraud, abuse or breach. We will act reasonably and tell you the outcome.

10.3 Commission generated through a breach of this Agreement is never earned.

10.4 We may set off any amount you owe us under this Agreement against any commission owed to you.

11. Customers

11.1 Customers you refer are customers of GROW. Their contract, pricing, support and data are between them and GROW.

11.2 You must not encourage a GROW customer to cancel, downgrade or move to another referral in order to earn or re-earn commission.

11A. Using the partner portal and the GROW platform

11A.1 We give you access to the partner portal and its tools (including tracking links and codes, your partner page, asset library, preview links, demo access and GROW Academy) only to take part in the Programme. We may switch any tool on or off for your account or tier at any time.

11A.2 You are responsible for all activity on your partner account. You must keep your login details and two-factor codes secure, not share your account, and tell us immediately if you suspect unauthorised access.

11A.3 You must not: (a) copy, scrape, reverse engineer or resell the portal, the GROW platform or the demo; (b) use bots or automation against them; (c) try to get around usage limits, link allowances, throttles or security controls; (d) interfere with their security or performance; or (e) use demo access, screenshots or recordings in a way that misrepresents how GROW works or suggests the demo data is a real customer’s results.

11A.4 Anything you add to your partner page or upload to the portal (such as your logo, photos or text) must be yours or properly licensed, lawful, and must not breach Schedule 1. You give GROW a non-exclusive, royalty-free licence to host, display and review it for the Programme. We may edit, hide or remove it at any time.

11A.5 Preview decks, pitch decks, videos and other GROW materials are ours. You may share them only through the links the portal gives you and must not edit, re-host or present them as your own work.

11A.6 If you are also a GROW customer, or use the GROW platform for your clients, that use is governed by the GROW Terms and Conditions, not this Agreement. Where you use the platform for a client, you must have that client’s authority and must not refer that client to earn commission on your own account’s fees.

11A.7 We may set fair-use limits on the portal (for example links, short links, demo invitations and downloads), and may suspend tools that are being overused or misused.

11B. Google and other third parties

11B.1 GROW is an independent software company. You must not say or suggest that GROW is part of, endorsed by, certified by or partnered with Google or any other advertising platform, unless we publish that status ourselves, and you must use any third-party name or trade mark only as its owner’s rules allow.

11B.2 Third-party platforms (including Google, Meta, LinkedIn and payment providers) may change their services or policies at any time. We are not responsible for any effect this has on your promotions, tracking or earnings.

11C. AI tools in the portal

11C.1 Some portal tools (such as GROW Mentor, the Live Demo Copilot and content suggestions) use artificial intelligence. Their answers may be incomplete or wrong. You must check anything they produce against GROW’s published materials before you use it, and you remain responsible for everything you say to prospects.

12. Complying with the law

12.1 You must comply with all laws and codes that apply to your promotion of GROW, including: the UK Code of Non-broadcast Advertising (CAP Code) and ASA rules on marketing and influencer disclosure; consumer protection law, including the Digital Markets, Competition and Consumers Act 2024 (which bans fake reviews); the Privacy and Electronic Communications Regulations (PECR); UK GDPR and the Data Protection Act 2018; and, where you promote outside the UK, the equivalent local laws.

12.2 You must not offer, give, request or accept any bribe or improper payment in connection with the Programme, and must comply with the Bribery Act 2010.

12.3 You must comply with sanctions, export-control, anti-money-laundering and modern slavery laws.

12.4 You must not carry out, promote or be associated with any illegal activity while taking part in the Programme. Any partner found in breach of the law or of this Agreement may be suspended with no further payout.

13. Data protection

13.1 You and GROW are each independent controllers of the personal data each of us collects. You are responsible for having a lawful basis, and any consents needed, for every person you contact about GROW.

13.2 You must not share with us any personal data you are not entitled to share, and must not sell, rent or disclose any personal data you obtain through the Programme.

13.3 We process your personal data (including your contact details, bank and payout details, VAT and tax information, and the click, device and IP data linked to your tracking links) to run the Programme, pay you, keep records required by law and detect fraud, as described in our Privacy and Cookie Policy.

13.4 You must tell us within 24 hours if you become aware of any loss, misuse or unauthorised access to personal data or partner account credentials connected with the Programme.

14. Confidentiality

14.1 Any non-public information we share with you (including commission terms, partner portal content, training, unpublished pricing, product plans and customer information) is confidential.

14.2 You must use it only to take part in the Programme, must not disclose it to anyone else, and must return or delete it when this Agreement ends. This clause does not apply to information that becomes public other than through your breach, or that you must disclose by law.

15. Monitoring and cooperation

15.1 We may monitor and review how you promote GROW, including your websites, social media, ads and messages, at any time.

15.2 You must give us, within 5 working days of our request, any information we reasonably ask for about how you obtained a referral or promote GROW, including copies of ads, messages and consent records.

16. No warranties

16.1 The Programme, partner portal, tracking and assets are provided “as is” and “as available”. We do not guarantee that tracking will be uninterrupted or error-free, that portal figures, forecasts or reports are complete, or that you will earn any amount.

16.2 We may change, suspend or end any part of the Programme, the portal or its tools at any time.

17. Limitation of liability

17.1 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot legally be limited or excluded.

17.2 Subject to clause 17.1, GROW is not liable for any loss of profit, revenue, business, goodwill, opportunity or anticipated savings, or for any indirect or consequential loss, arising from this Agreement or the Programme.

17.3 Subject to clause 17.1, GROW’s total liability to you arising from or in connection with this Agreement is limited to the total commission paid to you in the 12 months before the event giving rise to the claim.

17.4 Any claim you bring must be started within 12 months of the date it arose.

18. Indemnity

18.1 You will indemnify GROW, its directors and employees against all claims, losses, fines, damages, costs and expenses (including reasonable legal fees) arising from: (a) your breach of this Agreement; (b) your promotional content, methods or communications; (c) any claim that your content infringes a third party’s rights; (d) any breach by you of law, including data protection, consumer protection or advertising law; and (e) any statement, promise or service you give to a customer or prospect.

19. Suspension and termination

19.1 Either of us may end this Agreement at any time by giving 15 days’ written notice (email or through the portal is enough).

19.2 We may suspend your account, links and payouts, or end this Agreement immediately, if: (a) you breach this Agreement or the law; (b) we reasonably suspect fraud, abuse or misleading promotion; (c) your conduct damages, or is likely to damage, GROW’s reputation or brand; (d) a regulator, advertising platform or customer complains about your conduct; or (e) you become insolvent or stop trading.

20. What happens when this Agreement ends

20.1 Your licence to use the GROW Brand ends immediately. You must stop presenting yourself as an Independent GROW Partner and remove all GROW Brand content, links and assets from your channels within 7 days.

20.2 If either of us ends this Agreement under clause 19.1, we will pay commission properly earned on customer payments received before the end date, in line with clauses 8 to 10. No commission is earned on payments received after the end date.

20.3 If we end this Agreement under clause 19.2, no further commission is payable on referrals or payments connected with the breach or suspected fraud, and we may hold any remaining balance for up to 90 days to cover refunds, chargebacks and our losses before paying any amount still due.

20.4 Clauses 4.4, 9, 10, 11A.4, 13, 14, 17, 18, 20 and 22, and any other clause intended to survive, continue after this Agreement ends.

21. Changes to this Agreement

21.1 We may update this Agreement, the Commission Plans, the Brand Guidelines and Schedule 1. We will give you at least 30 days’ notice of any material change by email or in the portal, unless a change is needed sooner to comply with law or to protect customers or the GROW Brand.

21.2 Changes to Commission Plans apply only to customers referred after the change.

21.3 We may ask you to accept the updated Agreement before you continue using the portal. If you do not accept it, you may end this Agreement under clause 19.1.

22. General

22.1 You may not assign or transfer this Agreement without our written consent. We may assign it to a group company or a buyer of our business.

22.2 This Agreement is the entire agreement between us about the Programme and replaces any earlier agreement, promise or understanding about it. You confirm you have not relied on any statement not set out in this Agreement.

22.3 No one other than you and GROW has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.

22.4 If any part of this Agreement is found invalid or unenforceable, the rest remains in force. A delay in enforcing a right is not a waiver of it.

22.5 We are not liable for any delay or failure caused by events beyond our reasonable control.

22.6 Notices to you will be sent to the email address on your partner account. Notices to us must be sent to [email protected].

22.7 Before starting legal proceedings, each of us will try to resolve any dispute in good faith for 30 days after written notice of it. This does not stop either of us seeking urgent relief, such as an injunction to protect the GROW Brand.

22.8 This Agreement and any dispute arising from it (including non-contractual disputes) are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Schedule 1 — Prohibited Content

You may not promote us, place our links, or display our brand on, alongside, or in connection with any content or property that contains, facilitates, links to, or relates to (including but not limited to):

1. hate speech, or content inciting hatred, violence or discrimination against any protected characteristic (race, ethnicity, nationality, religion, gender, gender identity, sexual orientation, disability, age);
2. harassment, bullying, threats, defamation, libel, or doxxing;
3. religious or political advocacy, campaigning, or proselytising;
4. sexually explicit, pornographic or adult content, nudity, escort or sexual services, or sexual deepfakes;
5. content sexualising, exploiting or endangering minors, including CSAM;
6. human trafficking, sexual exploitation, forced labour, or prostitution;
7. violence, gore, or instruction on violence, weapons, or explosives;
8. terrorism, violent extremism, or sanctioned organisations or individuals;
9. illegal or criminal activity, fraud, or money laundering;
10. illegal drugs or controlled substances, paraphernalia, online pharmacies, counterfeit medicines, or unapproved supplements;
11. weapons, firearms, ammunition, explosives, or related parts and instructions;
12. unlicensed, illegal or restricted gambling, betting, lotteries, or gaming;
13. alcohol, tobacco, vaping, or other age-restricted goods without lawful age/geo-gating;
14. malware, ransomware, spyware, phishing, hacking, or credential theft;
15. self-harm, suicide, or eating-disorder content;
16. deceptive, get-rich-quick, MLM, pyramid, Ponzi, payday-loan, debt-relief, or guaranteed-return crypto schemes;
17. intellectual-property infringement, counterfeit goods, pirated content, or unlicensed IPTV;
18. content disparaging us or any third party;
19. spam, scraped or purchased lists, or unsolicited bulk messaging; and
20. any other content we reasonably deem harmful, misleading, unlawful, or likely to bring us into disrepute.

This list is illustrative and not exhaustive. We may add to it at any time.

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