Why shopping feeds commercial contracts need a rules-first review

What to take away

When the ICO refreshed its direct marketing guidance in December 2025, it restated that consent for marketing emails and texts must be specific, recorded and easy to withdraw.
In England, a commercial contract for shopping feed management sits under the law of England and Wales unless the parties choose otherwise, so liability, notice and termination terms are enforceable as drafted.
Google's Shopping ads policies, last updated 15 October 2025, let it disapprove items or suspend accounts for misrepresentation, so the contract should say who carries that risk.
Commission, affiliate tracking and data-sharing clauses deserve the same scrutiny as the monthly fee, because they change what you can lawfully send and measure.

Who the checklist is for

This list is for retailers and agencies buying or renewing a product feed contract where goods, data or customers sit in England. Scotland, Wales and Northern Ireland differ procedurally, so check jurisdiction clauses against where you trade. Inclusion criterion: the agreement mentions feeds, product data, marketplaces or paid listings. Individual cases need a qualified adviser.

Scope and liability clauses

Pin down which listings the supplier must maintain: Google Shopping, Bing, marketplaces, affiliate networks. If it also runs paid social or email, the data protection terms must cover that separate processing.

Scope and liability checks

ListingsGoogle Shopping, Bing, marketplaces, affiliates
Cap feeds, territories and languages in fee
Out-of-scope channels need written change request
Name who pays reinstatement and lost sales
Audit rights over tracking parameters in URLs

Set a limit on the number of feeds, territories and languages inside the fee. Scope creep is the usual source of disputes, so out-of-scope channels should arrive as a written change request.

Liability caps matter because a feed error can breach Google's Shopping ads policies and trigger item disapprovals or account suspension. Decide in advance who pays for reinstatement work and lost sales.

A balanced agreement sets out audit rights over the tracking parameters inserted into your URLS. That clause determines whether you can verify commission claims, and our Shopping feeds advertising rules in England guide covers it in more depth.

Consent and marketing clauses

If the contract includes email, SMS or retargeting, the consent mechanics belong in the schedule. The ICO's Guide to Privacy and Electronic Communications Regulations explains the cookie and electronic marketing rules that apply when a feed tool drops pixels or sends messages. Its wider direct marketing and privacy guidance covers consent, legitimate interests and the soft opt-in.

Consent evidence to keep

Where consent was collected
Wording shown to the customer
How withdrawal is actioned
Per-channel records, not supplier assurance

Keep the evidence too: where consent was collected, the wording shown, and how withdrawal is actioned. A supplier's assurance is not a record.

Data, IP and exit terms

Ask who owns the enriched feed file, the mappings and the historical performance data. On termination, you want a machine-readable export, not a PDF, plus a deletion deadline for personal data. Decide whether the supplier keeps any licence to your images and copy after the term ends.

Sub-processor lists change quietly, so require notice before a new one is added and a right to object. Watch notice periods: a 90 day term signed in September can trap you through peak trading the following year.

Commission and disclosure clauses

Affiliate or referral commission should be disclosed in writing, with calculation basis and reporting cadence. If the supplier earns more from one network, say how conflicts are handled.

Check whether the contract allows brand bidding or comparison placements, and whether its spend and sales figures reconcile with your analytics. Our Shopping feeds: UK rules and compliance guide for 2027 sets out the wider compliance backdrop.

Performance promises

Treat return on ad spend forecasts as estimates, not guarantees. Ask what data the forecast uses and how seasonality is handled. A clause tying fees to verified feed health, such as error rates and disapproval counts, is easier to police than a revenue promise. Service credits give you a remedy without ending the whole deal.

Before and after the review

Typical first draft

Liability for disapprovals: Silent
Consent evidence: Supplier warrants compliance
Data export on exit: Not mentioned
Commission disclosure: Verbal
Governing law: Unstated

After a rules-first review

Liability for disapprovals: Named owner, CAP and remediation window
Consent evidence: Per-channel records and audit right
Data export on exit: Machine-readable export within 30 days
Commission disclosure: Written basis, cadence and conflict rule
Governing law: England and Wales, with venue named

Common questions

Does English law govern a feed contract signed with an overseas supplier?

That depends on the contract. Without a governing law clause, the rules of the country with the closest connection usually apply, which is why the jurisdiction line is not boilerplate.

Can a supplier rely on legitimate interests for retargeting?

The ICO's direct marketing guidance treats electronic marketing to individuals as consent-based in most cases, with narrow exceptions, so get the lawful basis in writing before a pixel goes live.

What happens if Google suspends the account over a feed error?

Google's Shopping ads policies allow disapproval or suspension for misrepresentation and other breaches. The contract should state who investigates, who appeals and who bears the cost.

Is this legal advice?

No. This is general guidance on commercial terms and regulator rules. Take advice from a qualified solicitor on your own agreement.