Forest Partner Services Terms and Conditions

Date: 2026

These partner services terms and conditions (the “Terms”) apply to the supply of services by Human Forest Limited, incorporated in England and Wales with company number 12352698 and registered office at 207–209 Southwark Bridge Road, London, England, SE1 0DN (“Forest”, “we”, “us” or “our”) to the person identified as the “Partner” in a term sheet (“Partner” or “you”).

The signed and dated term sheet entered into by the Partner and us (“Term Sheet”) and these Terms together form the “Agreement”. 

The Agreement takes effect on the Start Date stated in the Term Sheet.

1. Definitions and interpretation

1.1 In the Agreement:

  • “Applicable Laws” means all laws, regulations, regulatory requirements and binding codes applicable to a party or the Services, including Data Protection Laws, the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code), sanctions, anti-bribery and anti-corruption laws.
  • “Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  • “Campaign” means an advertising, referral, sponsorship, promotional or other campaign described in the Term Sheet.
  • “Campaign Materials” means copy, artwork, video, trademarks, links, offers, eligibility criteria, product information and other content supplied or approved by the Partner for use in the Services.
  • “Confidential Information” means information disclosed by or on behalf of one party to the other in connection with the Agreement that is identified as confidential or would reasonably be understood to be confidential, including (but not limited to) commercial terms, business plans, customer information, technology and security information. It excludes information that the receiving party can show: (a) is or becomes public other than through breach of the Agreement; (b) was lawfully known to it without restriction before disclosure; (c) is lawfully received from a third party without restriction; and/or (d) is independently developed without use of the disclosing party's Confidential Information.
  • “Data Protection Laws” means all applicable UK data protection and privacy laws in force from time to time, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003.
  • “Deliverables” means the inventory, content, reports, licences or other deliverables expressly identified in the Term Sheet.
  • “End Date” means the end date, or the event marking the end, of the Term as stated in the Term Sheet.
  • “Forest Materials” means Forest's platform, app, technology, bikes, advertising formats, templates, documentation, data, methodology, trademarks, content and other materials, excluding Partner Materials.
  • “Force Majeure Event” has the meaning given in clause 16.
  • “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. “Partner Materials” means Campaign Materials and any other materials, data or Intellectual Property Rights provided by or on behalf of the Partner.
  • “Services” means the services specified in the Term Sheet.
  • “Service Category” means either: (a) a Campaign Service, being a fixed advertising, sponsorship, promotional or referral campaign; or (b) a Recurring Service, being an ongoing subscription, platform, API, mobility, employee benefit or other B2B service identified as recurring in the Term Sheet.
  • “Special Conditions” means any special conditions applying to the Services as set out in the Term Sheet.
  • “Start Date” means the start date of the Term stated in the Term Sheet.
  • “Term” means the period from the Start Date until the End Date specified in the Term Sheet, subject to earlier termination under the Agreement.
  • “Term Sheet” means an order form, statement of work, heads of terms or term sheet signed by both parties that incorporates these Terms.
  • “User” means a user of the Forest app or Services.
  • “VAT” means value added tax or any equivalent sales tax.

1.2 References to “writing” include email. 

1.3 Clause headings do not affect interpretation. 

1.4 Words such as “including” do not limit the words before them. 

1.5 A reference to legislation includes amendments and replacements.

2. Agreement structure and priority

2.1 The Term Sheet incorporates these Terms. If there is a conflict, the following order of priority applies:

  1. any Special Conditions in the Term Sheet that expressly identify the clause of these Terms being varied;
  2. the remaining provisions of the Term Sheet;
  3. any data processing or data sharing schedule signed by the parties; and
  4. these Terms.

2.2 Any terms contained in a purchase order, procurement portal, invoice process or other Partner document do not apply unless Forest expressly agrees to them in writing.

2.3 Each Term Sheet forms a separate agreement. No forecast, proposal or unsigned presentation is binding.

3. Term and renewal

3.1 The Agreement begins on the Start Date and continues until the End Date, unless terminated earlier in accordance with the Agreement.

3.2 Campaign Services. A Campaign Service ends on the End Date and does not renew automatically unless the Term Sheet expressly provides for automatic renewal and states the renewal period, the applicable fees and the notice required to prevent renewal. Where those renewal terms are expressly included, the Campaign Service will renew accordingly. Continued discussions, post-Campaign reporting or an attribution window do not by themselves renew the Campaign or commit further media spend.

3.3 Recurring Services. Where a Term Sheet identifies a Service as a recurring service (“Recurring Service”), the Agreement will continue for its initial term and then automatically renew for successive renewal periods of the length stated in the Term Sheet, unless either party gives written notice of non-renewal within the notice period stated in the Term Sheet.

3.4 If a Term Sheet for a Recurring Service does not state the renewal period or notice period, the Agreement will renew monthly and either party may prevent a later monthly renewal by giving at least 30 days' written notice.

3.5 Forest may change the fees for a Recurring Service from the start of a renewal period by giving at least 45 days' written notice. If the Partner does not accept the revised fees, it may give notice of non-renewal before the revised fees take effect. Fee changes do not apply during a committed initial term unless agreed in writing.

3.6 Expiry of a Campaign period or non-renewal of a Recurring Service does not affect post-Campaign attribution, reporting, payment or any other obligation expressly stated to continue beyond it.

4. Forest's obligations

4.1 Forest will:

  • perform the Services with reasonable care and skill;
  • use reasonable endeavours to deliver the Deliverables during the relevant Campaign period;
  • comply with Applicable Laws that apply to Forest's performance of the Services; and
  • provide performance reporting expressly specified in the Term Sheet.

4.2 Unless expressly described as guaranteed in the Term Sheet, dates, audience estimates, impressions, reach, click-through rates, conversions, redemptions, referrals and other projections are estimates only and are not guarantees.

4.3 Forest may make reasonable operational changes to the manner or timing of delivery where required for safety, legal or regulatory compliance, fleet availability, app or technology maintenance, User experience, or circumstances outside Forest's reasonable control. Forest will use reasonable endeavours to avoid materially reducing the overall value of the Services.

4.4 The Services are non-exclusive unless the Term Sheet expressly identifies the scope, category, territory and duration of exclusivity.

5. Partner obligations and approvals

5.1 The Partner will:

  • create and provide all Campaign Materials required for its advertisements, unless the Term Sheet expressly states that Forest will provide creative services;
  • provide complete and accurate Partner Materials, instructions, approvals, technical access and other dependencies by the deadlines reasonably notified by Forest;
  • ensure that all Campaign Materials are supplied in the file formats, dimensions, resolutions, aspect ratios, file sizes and other technical specifications notified by Forest;
  • ensure that all Campaign Materials are complete, of a professional and presentable standard, meeting Forest’s brand guidelines, suitable for the relevant advertising placement and ready for Forest to publish without correction or redesign;
  • appoint an authorised relationship manager able to provide timely instructions and approvals;
  • ensure that the Campaign Materials, offer, products and services are lawful, accurate, not misleading and appropriately substantiated;
  • obtain and maintain all licences, consents, permissions and approvals required for the Campaign and Partner Materials;
  • honour all offers, incentives and commitments made to Users through the Campaign; and
  • comply with Applicable Laws and Forest's reasonable brand, technical, safety and content requirements.

5.2 The Partner warrants that Forest's permitted use of the Partner Materials will not infringe any third-party rights (including but not limited to Intellectual Property Rights) or Applicable Laws.

5.3 Forest reserves the right, in its sole discretion, to reject, remove, suspend or require changes to any Campaign Materials that do not meet Forest's brand, creative, content, technical, quality or presentation guidelines, and/or that Forest considers unlawful, misleading, unsafe, technically defective, inappropriate for the relevant placement, harmful to Users and/or likely to damage Forest's brand or reputation. Forest will notify the Partner of a rejection and, where reasonably practicable, explain the changes required. Forest is not obliged to edit, reformat, correct or redesign Campaign Materials unless creative services are expressly included in the Term Sheet.

5.4 The Partner is responsible for final approval of Campaign Materials. Approval by Forest does not transfer responsibility for the Partner's claims, products, services, offer terms or legal compliance to Forest.

5.5 If the Partner delays a dependency or approval, Forest may adjust the launch date, delivery schedule and Campaign period. Forest is not responsible for missed delivery caused by that delay. Where reserved inventory or committed third-party costs cannot reasonably be reallocated or recovered, the related fees remain payable by the Partner.

5.6 If Campaign Materials are rejected or are not supplied in a compliant, presentable and publication-ready form by the applicable deadline, the Partner must promptly provide replacement or corrected materials. Any resulting delay does not reduce the fees payable or require Forest to extend the Campaign period, although Forest may agree a revised delivery schedule or Campaign extension in writing where inventory permits.

6. Advertising delivery, measurement and make-goods

6.1 This clause applies where the Services include a Campaign with measured advertising delivery (for example, impressions, clicks or other delivery metrics). Forest will measure delivery using its own ad server, app analytics or reporting systems unless the Term Sheet specifies another agreed source of truth. Minor discrepancies between measurement systems do not constitute under-delivery.

6.2 Impressions and other digital delivery may be affected by app use, User behaviour, device connectivity, consent choices, fraud filtering, technology and inventory availability.

6.3 If a guaranteed Deliverable is not achieved by the end of the Campaign period for reasons within Forest's reasonable control, the Partner's sole remedy is, at Forest's option, a reasonable extension of the Campaign or replacement inventory of reasonably equivalent value. Forest will agree the delivery plan in good faith.

6.4 Clause 6.3 does not apply to under-delivery caused by the Partner, a Force Majeure Event, changes required by law or a platform provider, or a suspension permitted under the Agreement. No refund or fee reduction is due in those circumstances.

6.5 Unless the Term Sheet expressly states otherwise, Forest does not guarantee business outcomes, sales, account openings, redemptions, return on investment or any minimum performance beyond delivery of a guaranteed Deliverable.

7. Referral and performance-based services

7.1 This clause applies where the Term Sheet includes referral, acquisition, redemption or other performance-based fees.

7.2 The Term Sheet must state, as applicable:

  • the qualifying event and any eligibility or exclusion criteria;
  • the fee payable for each qualifying event;
  • the agreed tracking and attribution method and source of truth;
  • the attribution window, including any post-Campaign period;
  • the treatment of cancellations, duplicates, fraud, existing customers and reversals; and
  • the reporting and invoice frequency.

7.3 The Partner will implement and maintain the agreed tracking method and will not knowingly take any step intended to avoid or suppress valid attribution.

7.4 The Partner will provide Forest with complete and accurate reports in the agreed format within 10 Business Days after each reporting period. Reports must contain enough information to verify aggregate qualifying events and calculate the fees, while minimising the use of personal data.

7.5 If the parties' records differ, they will work in good faith to reconcile the difference using the agreed source of truth. The Partner must raise a substantiated objection within 15 Business Days after receiving an invoice or report; this does not permit it to withhold any undisputed amount.

7.6 On at least 10 Business Days' written notice, no more than once in any 12-month period, Forest may appoint an independent professional adviser bound by confidentiality to inspect records strictly necessary to verify performance-based fees. If an underpayment of more than 5% is identified, the Partner will promptly pay the shortfall and Forest's reasonable audit costs. Otherwise Forest will bear the audit costs.

7.7 A qualifying event completed within an agreed post-Campaign attribution window remains payable after expiry or termination, except where the Agreement was terminated by the Partner for Forest's uncured material breach and the Term Sheet expressly provides otherwise.

7A. Forest Minutes and User ride credits

7A.1 This clause applies where the Services include Forest ride minutes, ride credits, vouchers, promotional codes or other User ride benefits (together, “Forest Minutes”).

7A.2 Any Forest Minutes issued under the Agreement are subject to Forest's standard rider terms and conditions, conditions of use, eligibility requirements and applicable charges in force when the User redeems or uses them.

7A.3 Unless the applicable offer expressly states otherwise, the standard unlock fee (if any)will apply in addition to Forest Minutes. This charge supports Forest's fraud-prevention and service-protection measures and will be charged directly to the User.

7A.4 Forest Minutes will be applied only against eligible ride usage and in accordance with the allowance, validity period, territory, User eligibility, redemption limits and other conditions stated in the applicable offer or Term Sheet.

7A.5 Any ride time, usage, fees or other charges not covered by the relevant Forest Minutes allowance, including usage exceeding that allowance, will be charged directly to the User at Forest's prevailing rates.

7A.6 Forest Minutes have no cash value, may not be sold, transferred, exchanged or refunded, and expire at the end of their stated validity period, unless the applicable offer or Applicable Laws require otherwise. Forest may reject or cancel Forest Minutes obtained or used through fraud, abuse or material breach of the applicable rider terms.

7A.7 Where the Partner extends the benefit of Forest Minutes or other Services to its employees, contractors or other individuals, Forest has no liability to those individuals in connection with their use of the Services, and the Partner will indemnify Forest against all claims, damages, losses, costs (including reasonable legal costs), expenses, demands or liabilities arising from a claim by such an individual in connection with their use of the Services.

8. Fees, invoicing and payment

8.1 The Partner will pay the fees stated in the Term Sheet. Fees are exclusive of VAT, which will be added where applicable.

8.2 Unless the Term Sheet states otherwise:

  • fixed Campaign fees are invoiced on signature of the Term Sheet;
  • performance-based fees are invoiced monthly in arrears; and
  • invoices are payable in full within 30 days of receipt.

8.3 The Partner must provide any purchase order or vendor information required for payment before the invoice date. Failure to provide it does not delay the due date unless Forest agreed in writing before signing that a valid purchase order is a condition of invoicing.

8.4 All payments must be made in pounds sterling, without set-off, counterclaim, deduction or withholding, except as required by law.

8.5 If an amount is overdue, Forest may charge statutory interest and recover compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. Forest may also suspend the affected Services on at least five Business Days' written notice if payment remains overdue.

8.6 Except where expressly stated in the Agreement or required by law, fees are non-cancellable and non-refundable. This does not limit a Partner's remedy for Forest's material breach.

9. Cancellation and rescheduling

9.1 A Partner may request cancellation or rescheduling, but it has no right to cancel for convenience unless the Term Sheet expressly grants one.

9.2 If Forest accepts a cancellation or rescheduling request, the Partner remains responsible for:

  • Services already performed;
  • inventory reserved that Forest cannot reasonably reallocate;
  • production, technology and third-party costs already committed; and
  • any cancellation or rescheduling fee stated in the Term Sheet.

9.3 Forest will use reasonable endeavours to mitigate avoidable costs.

10. Intellectual property

10.1 Each party retains ownership of its pre-existing Intellectual Property Rights and materials. No ownership transfers under the Agreement except where expressly stated.

10.2 The Partner grants Forest a worldwide, non-exclusive, royalty-free licence during the Term and any agreed reporting or case-study period to host, reproduce, adapt for technical formatting, display and distribute Partner Materials solely to perform the Services and exercise Forest's rights under the Agreement.

10.3 Forest grants the Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to use Forest Materials supplied for the Campaign solely for the purposes expressly approved by Forest. All goodwill arising from use of Forest's brands accrues to Forest.

10.4 Forest owns the Forest Materials and any tools, templates, formats, software, methods and generic know-how developed or used in providing the Services. The Partner owns the Partner Materials. Bespoke ownership or licence arrangements must be expressly set out in the Term Sheet.

10.5 The Partner will indemnify Forest against third-party claims, losses, damages and reasonable legal costs arising from a claim that Forest's authorised use of Partner Materials infringes that third party's Intellectual Property Rights, provided Forest: (a) promptly notifies the Partner; (b) gives the Partner reasonable control of the defence and settlement; and (c) provides reasonable assistance at the Partner's cost. Forest may participate in the defence at its own cost. The Partner may not settle a claim in a way that admits fault by or imposes an obligation on Forest without Forest's consent.

11. Publicity and case studies

11.1 Unless the Term Sheet states otherwise, each party may identify the other as a commercial partner and use the other party's name and logo in a factual partnership announcement, client or partner list and Campaign case study, subject to that party's brand guidelines and prior approval of the first public announcement and any materially new use.

11.2 Approval under clause 11.1 must not be unreasonably withheld or delayed. An approval is not required for reuse of previously approved factual wording or assets in substantially the same context.

11.3 Neither party may disclose the other party's commercially sensitive information, financial terms or personal data without prior written consent, except as required by law.

11.4 Either party may withdraw permission for future use of its name or logo on reasonable written notice where continued use is reasonably likely to cause material reputational harm. Withdrawal does not require recall of materials already distributed or removal from archival records.

12. Data protection and privacy

12.1 Each party will comply with Data Protection Laws in relation to personal data it processes under the Agreement and will maintain appropriate technical and organisational security measures.

12.2 The parties' roles depend on the relevant processing activity:

  • where each party independently determines its purposes and means of processing, each acts as an independent controller;
  • where the parties jointly determine purposes and means, they will put in place an arrangement meeting Article 26 UK GDPR before that processing begins; and
  • where one party processes personal data solely on behalf of the other, the parties will enter into an Article 28-compliant data processing agreement before that processing begins.

12.3 Before sharing personal data, the parties will document the purpose, lawful basis, categories of data and individuals, transparency arrangements, retention period, security controls, responsibility for data-subject requests and any international transfer safeguards. Where appropriate, they will sign a data sharing schedule.

12.4 Each party is responsible for providing any privacy information and obtaining any consent required for its own processing and direct marketing activities. Neither party will provide the other with special-category data, criminal-offence data or children's personal data unless expressly agreed in writing and lawfully supported.

12.5 Each party will notify the other without undue delay after becoming aware of a personal data breach that is reasonably likely to affect personal data processed or shared under the Agreement, and will provide reasonable cooperation with investigation, mitigation and regulatory or individual notifications.

12.6 Neither party will transfer personal data outside the UK except in compliance with Data Protection Laws, including implementing an adequacy mechanism, the UK International Data Transfer Agreement or UK Addendum where required.

12.7 Campaign reporting should use aggregated or anonymised data where reasonably possible. Personal data must not be retained longer than necessary for the agreed purpose or as required by law.

13. Confidentiality

13.1 Each party receiving Confidential Information will:

  • use it only to perform or enforce the Agreement;
  • protect it using at least reasonable care;
  • disclose it only to personnel, professional advisers, contractors and group companies that need to know it and are bound by confidentiality obligations; and
  • on written request or termination, return or securely delete it, except for copies retained by law, regulation or routine backup procedures.

13.2 A party may disclose Confidential Information where required by law, court or regulator, provided it gives advance notice where legally permitted and discloses only what is required.

13.3 These obligations continue for three years after termination. Obligations concerning trade secrets and personal data continue for so long as the information remains protected by law or confidential in nature.

14. Warranties and disclaimers

14.1 Each party warrants that it has authority to enter into the Agreement.

14.2 Except as expressly stated in the Agreement, all warranties, conditions and other terms implied by law are excluded to the fullest extent permitted by law.

14.3 Forest does not warrant that the app, platform or Services will be uninterrupted or error-free, or that a Campaign will produce a particular commercial outcome.

15. Liability

15.1 Nothing in the Agreement excludes or limits liability for:

  • death or personal injury caused by negligence;
  • fraud or fraudulent misrepresentation;
  • a party's obligation to pay fees properly due;
  • any liability that cannot lawfully be excluded or limited; or
  • the Partner's liability under clause 10.5.

15.2 Subject to clause 15.1, neither party is liable for any indirect or consequential loss, or for loss of profit, revenue, business, anticipated savings, goodwill, opportunity or data, whether direct or indirect, arising out of the Agreement.

15.3 Subject to clauses 15.1 and 15.4, each party's total aggregate liability arising out of or in connection with a Term Sheet, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed 100% of the total fees paid or payable under that Term Sheet.

15.4 Each party's total aggregate liability for breach of clause 12 (Data protection and privacy) or clause 13 (Confidentiality) will not exceed 200% of the total fees paid or payable under the relevant Term Sheet.

15.5 The limitations in this clause apply only to the extent permitted by law and reflect the commercial allocation of risk between the parties.

16. Force majeure

16.1 Neither party is liable for delay or failure to perform caused by an event beyond its reasonable control, including severe weather, flood, fire, epidemic, pandemic, war, terrorism, civil disorder, industrial dispute not limited to its own workforce, transport or utility failure, failure of telecommunications or third-party platforms, a malicious cyber-attack, denial-of-service attack or other cybersecurity incident affecting Forest's or a third party's systems (other than one resulting from Forest's failure to maintain reasonable security measures), government action, change in law, or failure to obtain a required public-authority permission (“Force Majeure Event”). A lack of funds is not a Force Majeure Event.

16.2 The affected party will notify the other promptly, use reasonable endeavours to mitigate the effects and resume performance. Payment obligations for Services already provided are not excused.

16.3 If a Force Majeure Event materially prevents the affected Services for more than 30 consecutive days, either party may terminate those affected Services on written notice. Forest will refund any prepaid fees attributable solely to Services not delivered, less non-recoverable costs reasonably incurred, unless the parties agree replacement inventory or a rescheduled Campaign.

17. Compliance and responsible business

17.1 Each party will comply with applicable anti-bribery, anti-corruption, tax evasion facilitation, sanctions and modern slavery laws and will maintain proportionate policies and procedures.

17.2 Neither party will offer, request or accept a bribe or improper advantage in connection with the Agreement. Each party will promptly notify the other of any credible suspected breach relating to the Agreement.

17.3 The Partner will not use the Services to promote unlawful, discriminatory, dangerous, fraudulent or materially misleading goods, services or conduct.

18. Suspension

18.1 Forest may suspend all or part of the Services where reasonably necessary to address:

  • overdue undisputed fees under clause 8.5;
  • a material breach by the Partner;
  • an actual or reasonably suspected security, fraud, safety, legal or regulatory risk; or
  • Campaign Materials covered by clause 5.3.

18.2 Forest will give prior notice where reasonably practicable and restore the Services promptly after the issue is resolved. Suspension does not waive Forest's other rights.

19. Termination

19.1 Either party may terminate the Agreement immediately by written notice if the other party:

  • commits a material breach and, if remediable, fails to remedy it within 14 days after written notice;
  • fails to pay any amount properly due under the Agreement on the due date for payment and remains in default more than 7 days after being notified in writing to make that payment;
  • repeatedly breaches the Agreement in a manner reasonably indicating that it does not intend or is unable to comply;
  • becomes insolvent, enters administration or liquidation other than for a solvent restructuring, has a receiver appointed, ceases or threatens to cease business, or is subject to an analogous event; or
  • engages in conduct connected with the Campaign that is reasonably likely to cause material reputational harm to the terminating party, provided that, where the issue is remediable, the affected party has first been given a reasonable opportunity to address it.

19.2 Forest may terminate the Agreement immediately if continuing to provide the Services would breach Applicable Laws or a binding requirement of a regulator or public authority.

19.3 A party may terminate for convenience only where the Term Sheet expressly grants that right.

20. Consequences of expiry or termination

20.1 On expiry or termination:

  • the Partner will pay all amounts accrued or committed up to the effective date, including valid performance-based fees arising within an agreed attribution window;
  • each party will stop using the other's Intellectual Property Rights except as needed for agreed reporting, payment, archival or case-study rights;
  • each party will return or delete Confidential Information and personal data as required by clauses 12 and 13; and
  • termination will not affect accrued rights or remedies.

20.2 If the Partner terminates for Forest's uncured material breach, Forest will refund prepaid fees for the materially affected Services that were not provided, after deducting the value of Services properly delivered.

20.3 Clauses which by their nature are intended to survive will do so, including clauses 7, 8, 10, 11, 12, 13, 15, 20, 22, 23 and 24.

21. Changes to these Terms

21.1 The version of these Terms incorporated on the date a Term Sheet is signed applies to that Term Sheet for its Term.

21.2 Forest may update the online Terms for future Term Sheets. An update will not vary an existing signed Agreement unless both parties agree the change in writing, except where a change is strictly required by Applicable Laws. In that case, Forest will give reasonable notice and limit the change to what is required.

22. Notices

22.1 Formal notices under the Agreement must be in writing and sent by email and by pre-paid first-class post or recognised courier to the addresses stated in the Term Sheet, marked for the attention of the relationship manager or legal department.

22.2 A notice is deemed received: (a) for email, at 9:00 a.m. on the next Business Day after transmission, provided no delivery failure notice is received; (b) for first-class post, at 9:00 a.m. on the second Business Day after posting; and (c) for courier, when signed for.

22.3 This clause does not apply to service of legal proceedings.

23. General

23.1 Assignment. The Partner may not assign, transfer, charge or subcontract its rights or obligations without Forest's prior written consent, not to be unreasonably withheld. Forest may assign the Agreement to a group company or in connection with a merger, reorganisation or sale of all or a material part of its business, and otherwise with the Partner's prior written consent, not to be unreasonably withheld.

23.2 Subcontracting. Forest may use subcontractors to provide the Services but remains responsible for their performance to the same extent as if performed by Forest. Data-processing subcontractors remain subject to clause 12 and any applicable data processing agreement.

23.3 Entire agreement. The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes prior proposals, discussions and agreements. Each party acknowledges that it has not relied on any statement not set out in the Agreement. Nothing limits liability for fraud.

23.4 Variation. Except under clause 21, a variation must be in writing and signed by authorised representatives of both parties.

23.5 Waiver. A delay or failure to exercise a right is not a waiver. A waiver is effective only if given in writing and only for the circumstance for which it is given.

23.6 Severance. If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable; if that is not possible, it will be deleted. The remainder of the Agreement remains effective.

23.7 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary or employment relationship, and neither party may bind the other.

23.8 Third-party rights. A person who is not a party has no right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.

23.9 Counterparts and electronic signature. A Term Sheet may be executed in counterparts and by electronic signature, each of which is an original and together form one instrument.

23.10 Costs. Each party bears its own costs of negotiating and entering into the Agreement.

24. Governing law and jurisdiction

24.1 The Agreement and any non-contractual obligations arising out of it are governed by the laws of England and Wales.

24.2 The courts of England and Wales have exclusive jurisdiction over any dispute or claim arising out of or in connection with the Agreement.

‍