White label terms for agencies

Version 1.1, 29 October 2026. This English version is the master. If in doubt, it prevails.

These terms apply between The CSS Partner and every agency that switches on a White Label CSS at thecsspartner.com. The data processing agreement (DPA) is part of the terms.

1. Parties and acceptance

1. The CSS Partner is the CSS service run by Gezar, a Danish sole proprietorship owned by Magnus Bo Nielsen, CVR no. 42476226, Lupinskrænten 58, 8500 Grenaa, Denmark. In these terms “we” and “us” mean The CSS Partner.
2. The Agency is the business that accepts these terms in the partner portal. The person who accepts confirms that they may bind the Agency, and that the Agency acts in the course of its business.
3. The terms take effect when the Agency accepts them. We keep every version in the terms archive on thecsspartner.com, and the Agency accepts a specific version.
4. We approve each Agency before its White Label CSS is set up. We may decline an Agency.

2. Definitions

• CSS service: our Comparison Shopping Service in Google’s CSS programme. Google Shopping ads run through the CSS.
• Shop: one Google Merchant Center account that the Agency links to the White Label CSS. One Merchant Center account is one Shop, no matter how many countries it advertises in. All countries in Google’s CSS programme are included.
• White Label CSS: the CSS domain at Google, the comparison site and the display name that we set up for the Agency, so that the Agency’s brand shows under its clients’ Shopping ads.
• Agency client: a business whose Shop is linked under these terms, or was linked in the last 12 months.
• Direct customer: a business whose Merchant Center account is linked to The CSS Partner’s own CSS other than under these terms.
• Resell: the option in clause 10, where we sell the CSS service to the Agency’s clients.

3. The service

1. What we deliver. We set up and run a White Label CSS for the Agency: a CSS domain in our CSS group at Google, a comparison site on a domain the Agency chooses, and the Agency’s name and logo under its clients’ Shopping ads. The Agency adds and removes Shops itself in the partner portal.
2. Two ways to work. The Agency can manage its clients itself and invoice them itself. Or it can use Resell (clause 10). The Agency can use both.
3. Setup. Google must approve the new CSS domain. This normally takes about two weeks. We cannot promise a date. The Agency pays nothing until Google has approved the domain (clause 4.1).
4. Ownership. The Agency owns the domain of the comparison site, its name and its logo, and allows us to use them for the White Label CSS while these terms run. We own the content of the comparison site and the technology behind the White Label CSS. Each Agency client keeps its own Merchant Center and Google Ads accounts.
5. The client relationship is the Agency’s. The Agency sells to, invoices and supports its clients. We do not contact an Agency client about the CSS service unless the Agency asks, or Google requires it. In that case we tell the Agency first. Under Resell we still follow this rule: customer service goes through the Agency.
6. The Agency’s clients. The Agency makes sure each Agency client has agreed to be linked to the White Label CSS, and that its feed, website and products follow Google’s rules. The Agency indemnifies us against claims from Agency clients or others that arise from the Agency’s own services, its clients’ feeds, websites or products, or its name and logo.
7. Suspension. One Shop that breaks Google’s rules can put the whole CSS at risk. We may suspend a Shop if its feed, website or products break Google’s rules, or if Google requires it. We may suspend the White Label CSS if an invoice is more than 14 days overdue after a reminder. We tell the Agency before we suspend, unless Google requires immediate action. A suspended Shop is not charged.

4. Fees

The Agency pays EUR 100 per month for the White Label CSS, plus EUR 10 per month for each Shop from Shop 1 to 50, and EUR 5 per month for each Shop from Shop 51. There is no setup fee. The EUR 100 is the monthly white label fee. It is not a one-time fee.

Item	Price per month, excl. VAT
White label fee	EUR 100
Each Shop, Shop 1 to 50	EUR 10
Each Shop, from Shop 51	EUR 5
Setup fee	EUR 0

Examples per month: 1 Shop is EUR 110. 5 Shops are EUR 150. 10 Shops are EUR 200. 50 Shops are EUR 600. 100 Shops are EUR 850.

1. Start and 30 free days. The Agency pays nothing until Google has approved the White Label CSS domain and the domain is live. The first 30 days from that day are free, both the white label fee and all Shops, however many Shops the Agency links. From day 31 the white label fee runs, and each Shop is charged from day 31 or from the day it is linked, if that is later.
2. Paid per day. Shop fees, and the white label fee in the first paid month, are calculated per day: the monthly price divided by the number of days in that month. A Shop is active from the day it is linked until the day it is removed. If a client stops after three months, the Agency pays for three months. Termination of the terms follows clause 5.1.
3. Invoicing. We invoice monthly in arrears in EUR. Payment is due 14 days after the invoice date.
4. VAT. All prices exclude VAT and other taxes. If VAT is due, the Agency pays it in addition. The Agency gives us its VAT number if it has one.
5. Price changes. We may change the prices at most once a year, on 60 days’ written notice. The Agency may terminate before the change takes effect.
6. Offers. Discount codes and campaigns for our own CSS service do not apply to white label.

5. Term and termination

The terms run one calendar month at a time and renew automatically each month. There is no annual commitment.

1. The Agency may terminate the terms with effect from the end of a calendar month. Notice given during a month ends the terms on the last day of that month, and the white label fee for that month is paid in full. The first paid month is paid per day from day 31 (clause 4.1). If the Agency gives notice within the 30 free days, the terms end on the last free day, and the Agency pays nothing. The Agency may remove a Shop at any time. Notice is given in the partner portal or by email.
2. We may terminate the terms on 30 days’ written notice.
3. Breach. Either party may terminate with immediate effect if the other materially breaches the terms and has not remedied the breach 14 days after written notice. Non-payment is a material breach.
4. Google. If Google revokes our CSS status, or requires the White Label CSS to close, the terms end that day and fees stop.
5. After termination. We stop running the White Label CSS and remove the comparison site and its content from the domain. The Agency keeps the domain, but not the content or the technology behind it. We help move the Agency’s Shops to the CSS the Agency chooses. If the Agency asks, we keep the White Label CSS running for up to 30 days after termination, paid per day at the prices in clause 4, so the Agency’s clients can move without a break.
6. What continues. Clauses 6.2, 7, 8, 9 and 10.8 continue after termination, and so does the duty to pay fees owed.

6. Client protection

While the terms run, neither party actively sells CSS to the other party’s CSS clients. Neither party uses what it learns under the terms to win the other party’s clients, for any service.

1. CSS to Agency clients. We do not actively market or sell the CSS service to an Agency client, directly or through others.
2. No use of what a party learns. Neither party uses information it receives under the terms about the other party’s clients to approach them or offer them any service, including Google Ads, Meta Ads and SEO. This continues for 12 months after the terms end.
3. CSS to direct customers. The Agency does not actively market or sell the CSS service to a direct customer, directly or through others.
4. Own initiative. Clauses 6.1 and 6.3 do not stop a party from serving a business that contacts it on its own initiative, or from marketing to the market in general, such as ads and websites.
5. Who is bound. Each party makes sure that its owners, employees and companies under the same control also follow this clause 6.
6. Breach. A breach of this clause 6 is a material breach.

7. Confidentiality and data

1. Confidential information. Each party keeps the other party’s non-public information confidential. This includes client lists, negotiated terms and the Agency clients’ data and results. It is used only to perform the terms. The duty lasts while the terms run and for 3 years after.
2. No use of client data for sales. We do not use data about Agency clients, such as names, contact details, Merchant Center data or results, for our own sales or marketing.
3. No public mention. Neither party names the other, or the other’s clients, as a reference without written consent.
4. Personal data. Who is responsible for what is set out in the DPA at thecsspartner.com/dpa. In short: we are the controller of technical data about visitors to the White Label CSS site. Under Resell we are the controller of the account and payment data of the Agency’s clients. The Agency is its own controller for its client relationships. Where we process personal data on the Agency’s behalf, the DPA applies.

8. Google’s rules and liability

1. Google decides. The CSS service runs inside Google’s CSS programme. We follow Google’s rules and may change the White Label CSS when Google requires it.
2. No guarantee of results. We provide CSS infrastructure. We do not guarantee Google Ads results, return on ad spend, traffic, click prices, placement, or that Google approves the CSS domain by a certain date.
3. Google and other third parties. We are not liable for loss caused by Google or another third party suspending, restricting or closing an account, disapproving products or ads, changing its rules or its CSS programme, or otherwise deciding on access to Google’s services. This does not apply to loss caused by our intentional or grossly negligent breach.
4. Indirect loss. Neither party is liable for indirect or consequential loss, including lost revenue, profit, goodwill or data.
5. Cap. Each party’s total liability for all claims in any 12-month period is limited to the fees paid or payable in the 12 months before the event that caused the claim, or EUR 1,200 if that is more.
6. Clauses 6 and 7. For a breach of clause 6 or 7 that is not intentional, each party’s liability is limited to EUR 10,000 per event.
7. What the caps do not cover. Clauses 8.4 and 8.5 do not apply to unpaid fees, to loss caused by intent or gross negligence, or to liability that cannot be limited by law.

9. Law, disputes and general terms

1. Governing law. Danish law applies, excluding Danish conflict of law rules.

2. Disputes. The parties first try to solve a dispute between themselves. If they cannot:

   • If the Agency has its registered office in the EU, the dispute is decided by Retten i Randers (Randers District Court), Denmark, as the court of first instance.
   • If the Agency has its registered office outside the EU, any dispute arising out of or in connection with these terms, including any disputes regarding their existence, validity or termination, shall be finally settled by arbitration administered by the Danish Institute of Arbitration in accordance with the Rules of Arbitration adopted by the Board of the Danish Institute of Arbitration. The arbitral tribunal shall be composed of one arbitrator. The place of arbitration shall be Copenhagen, Denmark. The language to be used in the arbitral proceedings shall be English.

   Instead of the above, we may bring proceedings before the courts where the Agency is established, for example for unpaid fees or for interim measures.

3. Transfer. Neither party may transfer the terms without the other’s written consent. We may transfer them to a company that takes over The CSS Partner’s business. That company takes over all obligations, including clause 6, but clause 6 then binds only the business taken over.

4. Changes. We may change these terms for the future on 60 days’ written notice. The Agency may terminate before the change takes effect. Other changes must be in writing. Email counts as writing.

5. Whole agreement. These terms and the DPA replace earlier offers and messages on the same subject. A separate signed agreement with an Agency goes before these terms.

10. Resell addendum

This clause applies only if the Agency switches on Resell and accepts this clause in the partner portal. Without Resell, clauses 10.1 to 10.9 do not apply.

1. How Resell works. The Agency’s clients sign up on the Agency’s own site and pay us. We are the seller of the CSS service to those clients (Resell customers). The Agency sets the price its Resell customers pay per Shop. The Agency gets the difference between what its Resell customers pay and what the Agency owes us.

2. Roles. We are the seller and invoice the Resell customer. The sales page, the customer portal, the help center and the mails to Resell customers show the Agency’s brand. The Resell customer’s invoice names Gezar as seller, as the law requires. The card statement may show Gezar’s name. The Agency sells, supports and owns the relationship with its Resell customers. We do not contact them in our own name.

3. The price. The Agency sets the price per Shop in the portal. A new price applies from the next billing period. All prices exclude VAT.

4. Taxes. We charge, collect and report VAT on the sale to the Resell customer. The Agency is responsible for its own taxes on what it receives from us.

5. Monthly statement. On the first day of each month we make a statement for the month before. It shows:

   • revenue: what Resell customers paid, excl. VAT,
   • minus refunds,
   • minus the payment provider’s actual fees on payments, refunds and disputes,
   • minus a payment handling fee of 2% of what Resell customers paid, excl. VAT,
   • minus disputes that were lost,
   • plus or minus any balance carried from earlier months.

   The result is the Agency’s commission. The Agency sees the statement in the portal and gets an email.

6. Payout against invoice. The Agency sends us an invoice for the commission, with VAT as the law requires. We check it against the statement and approve it. We pay by bank transfer in EUR within 30 days after we receive an invoice that matches the statement. No money moves without our approval of the statement.

7. Set-off. We may set off the commission against the Agency’s white label invoice (clause 4) for the same month. We then pay the difference. Both documents stay separate, so VAT is correct for both parties.

8. Negative balance. If the commission is negative, for example after refunds, the balance is carried to the next statement. If the terms end with a negative balance, the Agency pays it within 14 days.

9. Refunds and disputes. The Agency may refund a Resell customer in the portal. The refund reduces the next statement. We handle disputes (chargebacks) with the payment provider and tell the Agency. The payment provider keeps its original fee on a refunded payment, and that fee stays as a cost on the statement. Whether a Resell customer is entitled to money back is the Agency’s decision.

10. Ending Resell. The Agency may switch Resell off at any time. Existing Resell customers stay on their subscription until the Agency tells us to cancel it, or until the terms end. When the terms end, we cancel the remaining subscriptions at the end of any wind-down period under clause 5.5 and send a last statement. The Agency tells its Resell customers.

11. No other fees. Apart from the payment handling fee in clause 10.5, we do not charge a share of the Agency’s revenue. We deduct only what clause 10.5 lists.

11. Contact

The CSS Partner, Gezar, Lupinskrænten 58, 8500 Grenaa, Denmark. CVR 42476226. Email: kontakt@gezar.dk.