Terms of Service

These terms ("Terms") govern your use of hawthorneads.com (the "Website") and set out the general basis on which Hawthorne Ads Ltd supplies retail advertising services. By using the Website you accept these Terms.

1. Who we are

Hawthorne Ads Ltd, registered in Scotland, company number SC000000, registered office 19 Charlotte Square, Edinburgh, EH2 4DF. VAT registration GB 000000000. Email [email protected].

2. Using the Website

You may use the Website for lawful business or personal reference. You must not use it in breach of any law; attempt unauthorised access to it or any connected system; introduce malicious code; interfere with its availability; scrape or systematically extract its content without written consent; or misrepresent your identity when contacting us. We may modify, suspend or withdraw the Website at any time without notice and do not warrant uninterrupted availability.

3. Intellectual property

All intellectual property in the Website and its content belongs to us or our licensors. You may view and print extracts for internal reference. Any other reproduction, republication, adaptation, distribution or commercial exploitation requires our prior written permission, and you must not remove any proprietary notice. "Hawthorne Ads" and our device mark are trade marks of Hawthorne Ads Ltd.

Under a services engagement, intellectual property in bespoke deliverables — feed rules, Google Ads campaign structures, profit models, reports and documentation — passes to the client on payment of the relevant invoice. Our pre-existing frameworks, scripts, templates, tools and know-how remain ours and are licensed to the client perpetually and royalty-free for its internal business use.

4. Content, case studies and figures

Website content is general information and does not constitute professional, financial or legal advice. Case study figures relate to specific historical engagements, are drawn from client management accounts under conditions particular to those engagements, and are not a forecast or warranty of results elsewhere. Ranges quoted for typical audit findings are indicative observations across our portfolio, not commitments.

5. Third-party links and platforms

Links to third-party sites are for convenience only and we accept no responsibility for their content. Our services depend on third-party platforms including Google Ads, Google Merchant Center, analytics and feed management tools. We are not responsible for those platforms' availability, pricing, policy changes, algorithm changes, product disapprovals, account suspensions or discontinuation, nor for any resulting effect on results or timelines.

6. How services are contracted

Services are supplied under a separate written agreement comprising a scope of work and our master services agreement (the "Agreement"). Nothing on the Website is an offer capable of acceptance, and no contract exists until the Agreement is signed by both parties. Where these Terms conflict with the Agreement, the Agreement prevails. Scope changes are agreed in writing through change control before work begins.

7. Fees, media funding and independence

• Our remuneration is a flat monthly retainer or fixed project fee, stated in the Agreement and exclusive of VAT, based on catalogue size, channel count and market count. It does not vary with media spend.
• We accept no rebate, commission, volume bonus or non-monetary benefit from Google, from any feed management tool, or from any agency partner programme. Where we recommend third-party software we confirm in writing that we hold no commercial interest in it.
• Google Ads spend and third-party software licences are contracted by the client directly with the provider wherever possible. Where we pay on the client's behalf, amounts are pre-funded and recharged at cost with supporting documentation.
• Retainers are invoiced monthly in advance; project fees per the milestones in the scope of work. Payment is due 30 days from invoice date.
• We may charge interest on overdue sums at 4% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend services where an invoice is more than 30 days overdue.

8. Client obligations and commercial data

Our method depends on accurate commercial data. The client agrees to provide, so far as it is able, cost of goods, delivery cost, payment fees and return rate information at product or product-family level; timely administrative access to the Google Ads account, Google Merchant Center, analytics and the product feed; stock and availability data; a nominated decision-maker with authority; and participation from the buying or merchandising team in the agreed trading rhythm.

Where cost data is not available, or is provided at a level of aggregation that prevents product-level analysis, we will say so in writing and our recommendations will be correspondingly limited. We are not liable for outcomes arising from inaccurate or incomplete commercial data supplied to us.

9. Product feeds and Merchant Center

Where we make changes to a client's product feed, Google Merchant Center configuration or Google Ads campaigns, we work to documented change control: recorded change, review by a second specialist, staged rollout where the platform permits, and a rollback route. The client remains responsible for the accuracy of underlying product, price and stock data in its own systems, and for maintaining its own backups. We are not liable for loss arising from a defect in a third-party platform or feed tool, from Merchant Center or Google Ads disapprovals caused by data outside our control, or from changes made by the client or another supplier.

10. Advertising standards and product compliance

The client is responsible for ensuring that products, product data, pricing and promotional claims comply with Google's advertising and Shopping policies and with applicable law and codes, including the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing, the Consumer Protection from Unfair Trading Regulations 2008, the Digital Markets, Competition and Consumers Act 2024 provisions on pricing and reviews, product safety and labelling requirements, and any sector-specific rules. We will advise where we believe material presents a compliance risk and may decline to advertise it, but final responsibility for products and claims rests with the client, who indemnifies us against claims arising from them.

11. No guarantee of outcome

We perform services with reasonable skill and care in accordance with good industry practice. Retail advertising outcomes depend on many factors outside our control, including Google Ads algorithm and policy changes, auction dynamics, competitor pricing and activity, your own pricing, stock availability, delivery proposition, website performance, return rates, seasonality and general economic conditions. We therefore do not guarantee any particular level of revenue, gross profit, contribution margin, conversion rate or return on advertising spend, and any model output or projection is an informed estimate rather than a warranty.

12. Confidentiality and data protection

Each party will keep the other's confidential information secret and use it only for the purposes of the Agreement, for three years after termination and indefinitely for trade secrets. Cost of goods, margin and supplier information is treated as confidential by default, restricted to named individuals on the account and held in a segregated environment. Where we process personal data on the client's behalf we act as processor under an Article 28 compliant data processing agreement. Our own controller processing is described in our Privacy Policy.

13. Term, termination and handover

Retainers run for the initial minimum term stated in the Agreement — normally six months, reflecting the time required for feed and structural work to take effect — and continue until terminated by either party on 60 days' written notice. Either party may terminate immediately for material breach not remedied within 21 days of written notice, or on insolvency. On termination the client pays for services performed to that date. We provide, at no additional charge, a documented handover including feed rules, campaign structures, models, reporting logic and access, together with a handover call with the client's incoming team.

14. Liability

Subject to that, and so far as the law permits: implied warranties relating to the Website are excluded; we are not liable for loss of profit, revenue, anticipated savings, business opportunity, goodwill or data, nor for indirect or consequential loss; our aggregate liability under an Agreement is limited to the fees (excluding pass-through media and software costs) paid by the client in the 12 months preceding the event giving rise to the claim; and our liability to a Website user who is not a client is limited to £100. We hold professional indemnity and cyber liability insurance, details of which are available on request.

15. Force majeure

Neither party is liable for delay or failure caused by an event beyond its reasonable control, including acts of God, war, civil unrest, industrial action, epidemic, failure of utilities, networks or cloud infrastructure, cyber attack on a third party, supply chain disruption, or the suspension, withdrawal or material policy change of Google Ads, Google Merchant Center or another platform on which the services depend. The affected party will notify the other promptly and mitigate so far as reasonably possible.

16. General and governing law

• Entire agreement — the Agreement and these Terms supersede earlier discussions on their subject matter.
• Assignment — not without written consent, save to a group company or on a sale of the business.
• Subcontracting — permitted to vetted subcontractors, for whose work we remain responsible.
• Non-solicitation — neither party will knowingly solicit the other's staff during the engagement or for six months afterwards, excluding responses to public advertisements.
• Publicity — we name no client and use no client mark without prior written approval.
• Severance and waiver — unenforceable provisions are severed; delay in enforcing a right is not a waiver.
• Third parties — only the parties may enforce these Terms.
• Notices — in writing, by email to the addresses in the Agreement or by recorded post to the registered office.

These Terms, their subject matter and formation are governed by the law of Scotland, and the Scottish courts have exclusive jurisdiction over any dispute. The parties will first attempt resolution through senior-level discussion and then mediation.