Shell Startup Engine (“programme”) Terms & Conditions
This Programme is Void Where Prohibited or Restricted by Law
Any eligible individual/person who takes part in this Programme as part of an eligible start-up company/ entity (each person a “Participant” and its eligible entity the “Start-up Entity”) is bound by the following Terms and Conditions, so please read carefully before participating in the Programme.
a) The Shell StartUp Engine is organised by Shell Singapore (Pte) Ltd (“SSPL”) (which is incorporated and registered in Singapore with UEN: 196000089G, with its registered address: The Metropolis Tower 1, 9 North Buona Vista Drive, #07-01 Singapore 138588) (the “Organiser”).
b) The Energy Market Authority (“EMA”) is an official partner (the “Partner”) under the Programme. EMA’s involvement includes participating in the selection of start-ups for this Programme and providing post-programme funding opportunities to promising start-ups where relevant.
c) StartUp Bootcamp (“SBC”) is Shell’s Local and Global Programme Partner (the “Delivery Partner”) under the Programme. As a Local Programme Partner, SBC provides capacity building sessions to participating Start-up Entities and connecting them to networks of mentors, partners and investors in the energy industry. As a Global Programme Partner, SBC jointly develops the programme design, provide training/courses to participating Start-up Entities, provide access to relevant start-up ecosystem players (mentors, partners, investors etc.) in the energy industry, coach/train the Shell country teams and local delivery partners and monitor overall programme performance. SBC is a global network of industry-focused start-up accelerators with offices around the world (including The Netherlands), with mission of supporting start-ups to grow and scale.
d) The Programme shall be conducted by the Organiser between 29 May 2023 (“Start Date”) to 31 March 2024 (“End Date”). The Start Date and End Date, any other dates and durations of the Programme may be amended or extended at the Organiser’s sole and absolute discretion.
e) By participating in this Programme, for and on behalf of the Start-up Entity, the Participants confirm that they have read and unconditionally agree to these Terms and Conditions and that they accept any and all of the Organiser’s decisions regarding the Programme as final and binding in all respects. This does not affect any statutory rights.
f) “Programme Materials” means the materials generated by each Start-up Entity and/or its Participants as part of their involvement in the Programme.
g) The Organiser may pass on any Programme Materials submitted by the Participants to any other company within the Shell plc group of companies (the “Shell Group”) and other third parties involved in the operation, evaluation or judging of the Programme including, for the avoidance of doubt, for marketing and communications purposes.
h) All Programme Materials must be in the English language.
i) The Programme is not a formal part of the Shell recruitment process and participation in the Programme will not influence any subsequent application made by a Participant for a job, apprenticeship, internship or other training scheme with the Organiser or any other companies within the Shell Group.
j) Participation in the Programme does not confer any advantage when seeking investment from Shell Ventures or any similar initiative within the Shell Group.
k) There is no participation fee. Participants are not required to purchase any product / services for participating in this Programme.
2. Restrictions on the Export of Technical Information
a) The U.S. government regulates the export of certain technical data and information from the U.S. along with the release of technical data and information to foreign nationals located in the U.S. Participants submitting materials containing technical details of a technology must ensure that the subject technology is not controlled under U.S. Export Control laws. Participants should seek independent legal advice for assistance in this determination. Rest of world – Participants must ensure that their materials comply with their jurisdiction’s equivalent or similar export regulations. Participants should seek independent legal advice for assistance in this determination.
b) By entering the Programme, Participants certify that any technical information contained in their materials are not restricted for export to Singapore.
a) Subject to this Clause 3 and the other provisions of these Terms and Conditions, participation in the Programme is open to any Participant who is, or will be, 18 years of age or older by Start Date.
b) The Programme is open to eligible Start-up Entities that have solutions that support Singapore’s Energy Transition goals, including but not limited to the following focus areas:
(i) Low Carbon Fuels & Power
(ii) Decarbonising through Digitalisation
(iii) Carbon Capture, Storage, Utilization
(iv) Future of Mobility
(v) Circular Economy & Waste Reduction
Such eligible Start-up Entities must fulfil the following criteria:
(i) Registered in Singapore OR have significant business operations in Singapore
(ii) Should be pre-Series A stage
(iii) Less than SGD$20 Million in annual sales turnover
(iv) Group employment size below 50 employees (including founders and co-founders)
(v) Minimum of 30% local ordinary shareholding [This requirement (iv) applies only for purposes of the post-programme grant application. Discretion may be exercised on a case-by-case basis to accept proposals for the grant application submitted by Start-up Entities that do not meet this requirement.]
Please note the above focus areas and criteria shall be determined and can be amended from time to time by the Organiser and Partner in its absolute discretion.
c) Unless otherwise permitted by Shell, current employees, past employees, apprentices, trainees, interns, agents, officers or directors of the Organiser, or any other companies within the Shell Group (including joint ventures), Delivery Partner and Partner shall not be eligible to participate in the Programme.
d) The Programme is open to employees, agents, affiliates, officers or directors of any advertiser, promotion agency or fulfilment agency of the Organiser, the Delivery Partner, Partner or of anyone else professionally connected with the Programme provided they declare this information in the application form to the Organiser upon registration.
e) For the avoidance of doubt, Participants who do not declare that they are in the process of being recruited for a job, apprenticeship, traineeship, or internship by any company within the Shell Group (including joint ventures), Delivery Partner and the Partner will be automatically disqualified if their employment, apprenticeship, traineeship or internship commences any time during the Programme Period.
f) Participants are not entitled to enter the Programme if they are resident in a country or jurisdiction where the Programme may breach any law or regulation. Where this applies, the Organiser’s invitation to enter the Programme in Singapore is withdrawn.
g) By participating in the Programme, Participants confirm that there are no Government Officials in or involved in their Start-up Entity, a Government Official (GO) may be defined as follows:
(i) Official or employee of any Government, or any agency, ministry, department of a Government (at any level).
(ii) Any person acting in an official capacity for a Government regardless of rank or position.
(iii) Official or employee of a company wholly or partially controlled by a Government.
(iv) Political party and any official of a political party. Candidate for political office.
(v) Officer or employee of a public international organisation, such as the United Nations or the World Bank.
(vi) Immediate family member (meaning a spouse, dependent child, or household member) of any of the above.
h) Participants undertake to Shell that it will comply with all applicable anti-bribery laws. Participants represent and warrant to Shell that it has not made and will not make any payments and has not given or will not give anything of value to any Governmental Official or to any agency, department or instrumentality of such government, or to any other person, in connection with such expenditure which would be inconsistent with or contravene applicable anti-bribery laws. Except as otherwise notified to the Shell in writing and to the best of its knowledge exercising reasonable diligence, no officer, agent or employee engaged by it or acting on its behalf is a Governmental Official of a government agency or department, or state-owned business.
4. The Programme Calendar
a) There are 5 stages in the Programme. The Programme will end in March 2024. The calendar below sets out the key timings and deadlines for each stage of the Programme.
All dates and schedules are subject to change at Organiser’s absolute discretion.
Stage 1 – Registration
The registration period for Participants to submit their application for the Programme begins on 1st June 2023, 1200Hrs and will end on 31st July 2023, 2359 Hrs. (the “Registration Period”).
During the Registration Period, Participants may apply for the Programme via submission of the application form in the Programme website at https://tinyurl.com/32kt353t (the “Programme Website”) in line with the directions in Section 5 below.
Stage 2 – Selection
Selected Start-up Entities (“Selected Start-up Entities”) will be notified via email within one to two (1-2) months after the Registration Period closes.
Stage 3 – Capacity Building
Capacity building sessions will begin in September 2023 and end in March 2024 (the “Capacity Building Period”). Each Selected Start-up Entity is matched to a panel of mentors of different business expertise that will guide them throughout the course of the Capacity Building Period.
Stage 4 – Showcase Events
In October 2023, Selected Start-up Entities may have the opportunity to showcase their solution at events such as the Singapore International Energy Week (SIEW), subject to arrangements with the event organisers.
Stage 5 – Demo Day
At the end of the Programme, Selected Start-up Entities may have the opportunity to pitch their solution and secure opportunities for funding.
a) Participants wishing to participate in the Programme must fill in the application form and submit the same on the Programme Website.
b) A Participant and the Start-up Entity may only register for entry into the Programme once.
c) Registrations must not be defamatory, offensive, obscene or in violation of intellectual property rights or rights of privacy or publicity in the Organiser’s sole and absolute discretion and the Organiser reserves the right to disqualify a Start-up Entity if a registration or any part thereof falls under one of these categories.
d) Selection for the Programme will be determined by the Organiser and the Partner based on criteria which includes but is not limited to:
(i) Team & Ability;
(ii) Execution Power;
(iii) Market & Product;
(iv) Program Benefit;
(v) Relevance of Technology to Singapore and Regional Context;
e) All decisions of the Organiser and the Partner will be final, and no correspondence will be entered into on that matter.
f) All Participants designated as the Start-up Entity’s focal point must provide a valid e-mail address and mobile phone number as part of the registration process. Participants are responsible for updating their e-mail address and mobile phone number if it changes during the Programme Period, and for four months thereafter.
g) The Organiser reserves the right to check the validity of the registration information submitted by a Participant at any stage during the Programme.
h) The Organiser also reserves the right to refuse participation, or to disqualify, at any time during the Programme, Participants who have submitted incorrect, incomplete, fraudulent or misleading information. Participants who do not comply with these Terms and Conditions may also be disqualified from the Programme without further notice.
i) Participants will have no recourse against disqualification decisions.
j) Any Participant not correctly registered by the given deadline will not be able to participate further in the Programme.
k) For the avoidance of doubt, all times mentioned in the Programme materials are based on Singapore Time (GMT+8).
a) The minimum number of Participants in each Start-up Entity participating in this Programme shall be one (1) and the maximum number of Participants for each Start-up Entity participating in this Programme shall be four (4). Eligible Participants cannot participate in more than one Start-up Entity.
b) Each Start-up Entity must appoint a main contact person (the “Focal Point”) and inform the Organiser. Emails sent by the Organiser to the email address provided by the Focal Point will be considered delivered to each Start-up Entity’s Participants.
c) Each Participant must ensure that his or her participation in the Programme and the participation of the Start-up Entity he or she is in, are lawful in accordance with the laws of Singapore and all other laws applicable to Shell StartUp Engine. Neither the Organiser, nor any other companies in the Shell Group or their representatives or agents shall be taken to have made any representations, express or implied, as to the lawfulness of any Participant's or Start-up Entity’s participation in the Programme.
d) If at any stage in the Programme a Start-up Entity and/or its relevant Participants are disqualified from the Programme or a Start-up Entity and/or its relevant Participants cannot be traced or contacted after reasonable efforts have been made by the Organiser, that Start-up Entity and/or its relevant Participants will forego the right to progress any further in the Programme.
e) Start-up Entity and/or its relevant Participants may upload photographs, images or a video as part of their participation in the Programme and/or as Programme Materials. Any such photograph/image/video, in its entirety, must be a single work of original material taken by the relevant Start-up Entity and/or its relevant Participants. By uploading a photograph/image/video to the Programme online submission link at the Programme Website or at any point during the Programme where such Programme Material will be used or publicly viewed, each Start-up Entity and/or its relevant Participants represents, acknowledges, and warrants that any photograph/image/video uploaded is an original work created solely by the Start-up Entity and/or its relevant Participants, that the photograph/image/video does not infringe the intellectual property rights (including, without limitation patents, copyrights, visual materials in whatever form, sound recordings, any copyright protectable work, designs, trade or services marks, database rights, rights in know-how, rights protecting goodwill and reputation, moral rights or other similar rights in any country, in each case whether or not registered, and any applications for registration of any of the foregoing, and all rights to apply to register any of the foregoing) of any third party, or the image rights of any third party, copyrights, trademarks, moral rights, rights of privacy/publicity or intellectual property rights of any person or entity, and that no other party has any right, title, claim, or interest in the photograph/image/video. NB: If the photograph/image/video contains any material or elements that are not owned by the Start-up Entity and/or its relevant Participants and/or which are subject to the rights of third parties, and/or if any persons appear in the photograph/image/video, the Start-up Entity and/or its relevant Participants is responsible for obtaining, prior to submission of the photograph/image/video, any and all releases and consents necessary to permit the exhibition and use of the photograph/image/video in the manner set out in these Terms & Conditions without additional compensation.
a) All correspondence throughout the Programme must be in the English language.
b) Any additional questions or comments concerning the Programme should be sent via email to firstname.lastname@example.org with the subject stating “Shell StartUp Engine 2023/24”.
c) The Organiser makes no guarantee of an answer or a time in which an answer may be given. The Organiser reserves the right not to answer a question if, in the Organiser’s opinion, an answer would give an unfair advantage to certain Participants.
d) Participants who have received unofficial or content sensitive information relating to the Programme with the intent of allowing an unfair competitive advantage, from employees, interns, apprentices and trainees or any party involved with the Programme must immediately inform the Organiser by email to email@example.com with the subject stating “Shell StartUp Engine 2023/24 - Disputes”.
8. Intellectual Property
a) Each Startup Entity and/or its relevant Participants agree that their Programme Materials will be treated as having been submitted on a non-confidential basis whether or not such Programme Materials are marked or referred to by the Participant as being confidential.
b) None of the Organiser, companies within the Shell Group, the Organiser’s affiliated partners including the Delivery Partner or the Partner will have a duty to treat the Programme Materials as confidential.
c) The Organiser, companies within the Shell Group, the Organiser’s affiliated partners including the Delivery Partner, and the Partner may pass on any Programme Materials to their venture capital and other partners on a non-confidential basis.
d) Each Start-up Entity and/or its relevant Participants agree to provide the Organiser, companies within the Shell Group and the Partner a worldwide, nonexclusive, royalty-free, perpetual licence (with the right to grant sub-licences) to reproduce, use, copy, modify, distribute and/or reference the whole or any part of any Programme Materials for any purpose whatsoever and in any media, whether or not currently invented.
e) Each Start-up Entity and/or its relevant Participants warrant that they have the necessary rights to grant the licence contemplated in these Terms and Conditions.
f) Nothing in these Terms and Conditions shall be construed as the Organiser granting any Start-up Entity and/or its relevant Participants any licence under the Shell Group’s intellectual property rights (including, without limitation, the Shell Group’s trademarks, trade names, and copyright in any images, publications and/or other materials produced by, or on behalf of, Shell Group and distributed to Participants in connection with the Programme), which may only be used by Participants with the Organiser’s prior written consent.
g) Each Start-up Entity and/or its relevant Participants acknowledge and agree that:
i. The Organiser and/or persons authorised by the Shell Group may film, photograph and/or make other forms of recording of Participants whilst Participants are present at and/or participating in events organised for or in connection with the Programme (“Recording”);
ii. As between the Organiser and Participants, the copyright and any and all other intellectual property rights, title and interest in the Recording shall vest in the Shell Group who shall be entitled to deal with all or any part of the Recording in such ways as the Shell Group, in its absolute discretion, sees fit; and
iii. The Organiser shall have no obligation to acknowledge Participants in any finished material in which all or any part of the Recording is included.
h) Each Start-up Entity and/or its relevant Participants agree to allow the Shell Group to (without any remuneration) use, represent, and reproduce their name, image, biography and words for any purpose in connection with the promotion of the Programme and/or the Shell Group (including, without limitation, in conjunction with any Programme Materials and/or Recording) by all means, in any kind of medium and format and in any territory.
i) By entering the Programme, the Start-up Entity and/or its relevant Participants warrants that the content of their entry is entirely of that Start-up Entity and/or its relevant Participants’ own creation and does not in any way infringe the intellectual property rights (including, without limitation patents, copyrights, visual materials in whatever form, sound recordings, any copyright protectable work, designs, trade or services marks, database rights, rights in know-how, rights protecting goodwill and reputation, moral rights or other similar rights in any country, in each case whether or not registered, and any applications for registration of any of the foregoing, and all rights to apply to register any of the foregoing) of any other person. If it is discovered that any entry is not the original creation of the appropriate Start-up Entity and/or its relevant Participants and/or breaches and other person’s intellectual property rights, the Organiser shall be entitled to disqualify that entry and the appropriate Start-up Entity and/or its relevant Participants from the Programme.
b) Participants may be requested to take part in promotional activity relating to their involvement in the Programme and the Organiser reserves the right to use the name(s) of Participants, their photographs and audio/visual recordings of them in any publicity. Participants may also be required to take part in further reasonable promotional activities arranged by the Organiser.
c) The Delivery Partner and Organiser will not keep personal data relating to Participants for longer than is necessary. Data relating to Participants will be retained by the Delivery Partner or Organiser for a reasonable period after the Programme closes to assist the Delivery Partner and Organiser in operating Programmes in a consistent manner and to deal with any queries relating to the Programme.
10. Claims and Disputes
a) Any Start-up Entity and/or its relevant Participants suspected by the Organiser of plagiarism, fraud or any improper conduct may be investigated, and, if deemed appropriate by the Organiser (in its sole and absolute discretion), disqualified from the Programme.
b) The Organiser’s decision and discretion on any dispute shall be final and no correspondence will be entered into on that matter.
c) Save for the agreement between the Organiser and each Start-up Entity and/or its relevant Participants for the provision of the Programme as set out herein, participation in the Programme shall in no event be considered or construed as giving rise to any contractual relations with the Organiser or any of the Shell Group entities and, in particular, shall not give rise to any employment relationship, or commercial or contractual benefits or relationship with the Start-up Entity and/or its relevant Participants.
a) The Organiser and Delivery Partner assume no responsibility or liability for any loss arising out of or from:
(i) technical issues, system or software failures experienced by a Start-up Entity and/or its relevant Participants in submitting their registration via the online registration form;
(ii) user errors; or
(iii) late, lost, delayed, damaged, misdirected, incomplete or unintelligible registrations. Proof of sending will not be accepted as proof of receipt.
b) The Delivery Partner tries to ensure the standard of the online registration form link remain high but cannot be held responsible for interruptions of service. The Delivery Partner reserves the right to suspend temporarily the operation of the online registration form link without notice in the case of system failure, maintenance or repair or for any other reason beyond its control.
c) The following terms and conditions of participation apply during the entire Programme:
i. Each Start-up Entity and/or its relevant Participants takes part in the Programme on his/her own account, costs and liability;
ii. Each Start-up Entity and/or its relevant Participants is aware of the potential hazards associated with his/her participation;
iii. Under civil and criminal law, each Start-up Entity and/or its relevant Participants will be solely responsible for all damage caused by him or her in participating in this Programme, as well as for damage to his or her own property. In particular, the Start-up Entity and/or its relevant Participants must compensate any damage he/she has caused to the Organiser’s premises and the Organiser’s other facilities;
iv. Each Start-up Entity and/or its relevant Participants declares that they accept liability in the case of damage and that they will pay possible claims for damages by the Organiser;
v. Every Participant shall not be under the influence of drugs, or alcohol and shall comply with all of Organiser’s HSSE policies while participating in any of the sessions and/or events for the Programme;
vi. Each Start-up Entity and/or its relevant Participants is aware that the Organiser will not offer or provide any insurance cover;
vii. Each Start-up Entity and/or its relevant Participants undertakes to observe the Organiser’s code of conduct and all safety regulations; and
f) The Organiser shall not be liable to any Start-up Entity and/or its relevant Participants under or in connection with the Programme for any indirect, economic or consequential loss or for any loss of profits, loss of business, loss of contracts, loss of use or loss of reputation.
g) The Organiser reserves the right at its sole discretion to cancel, terminate, modify or suspend the Programme in whole or in part at any time.
h) The Organiser may at its sole discretion disqualify any Start-up Entity and/or its relevant Participants from participating further in the Programme if the Individual Participant Start-up Entity shows a disregard for these Terms & Conditions or acts in any inappropriate, unsporting or disruptive manner.
i) The Delivery Partner and Organiser reserves the right to monitor any information/materials submitted through the Programme Website by each Start-up Entity and/or its relevant Participants. The Organiser, at its sole discretion and without prior notice, may at any time review, remove or otherwise block any information/materials submitted through the Programme.
j) The Organiser and Partner reserves the right to unilaterally amend these Terms and Conditions from time to time and each Start-up Entity and/or its relevant Participants shall review and comply with the Terms and Conditions as updated on the Programme Website from time to time.
k) If the Start-up Entity and/or its relevant Participants has submitted the same, or a broadly similar, idea in any other programme(s), details of the programme(s) in which that idea has been used must be provided to the Organiser. The Organiser reserves the right to disqualify any entry which is composed of substantially the same idea or concept as has been submitted by the relevant Start-up Entity and/or its relevant Participants in any other programme.
l) If any provision of these Terms and Conditions is declared by any court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions contained in these Terms and Conditions will be not affected or impaired in any way.
m) Nothing in these Terms and Conditions shall create or be deemed to create a partnership (whether under the Partnership Act 1890 of Singapore or otherwise) or joint venture between the Organiser, the Delivery Partner and/or the Partner, or render any of them directly liable to any third party for the liabilities or obligations of the other. Except as expressly provided in these Terms and Conditions, none of the Organiser, the Delivery Partner or the Partner have the authority to, or hold themselves as having authority to act as an agent of another, make any representations or give any warranties to third parties on behalf of or in respect of another, or bind another in any way.
n) These Terms and Conditions shall be interpreted in accordance with and governed by the laws of Singapore.
o) Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.
Important notes for acknowledgement by any Participant:
(i) Any ideas or other material submitted by you will be treated as having been submitted on a NON-CONFIDENTIAL basis whether or not such ideas or other material are marked or referred to by you as confidential. The Organiser will not have a duty to treat such ideas or other material as confidential.
(ii) The Organiser may pass on any ideas or other material submitted by you to Shell Ventures, Delivery Partner and Partner, and any other partners. Again, this will be on a NON-CONFIDENTIAL basis.
(iv) All information or advice provided as part of the Programme website is intended to be general in nature. The Organiser is not liable for any action you may take as a result of relying on such information or advice or for any loss or damage suffered by you as a result of you taking this action.
(v) Each Start-up Entity and/or its relevant Participants agree to provide the Shell Group and the Partner a worldwide, nonexclusive, royalty-free, perpetual licence (with the right to grant sub-licences) to reproduce, use, copy, modify, distribute and/or reference the whole or any part of any Programme Materials for any purpose whatsoever and in any media, whether or not currently invented.
(vi) Please note that the Singapore government regulates the export of certain technical data and information from Singapore along with the release of technical data and information to foreign nationals located in Singapore. When disclosing technical details of a technology, you MUST first ensure that the subject technology is not controlled under Singapore Export Control laws. This is your responsibility. Your country may also have equivalent or similar export regulations. For assistance in this determination, contact your legal counsel.
(vii) By submitting such details, you hereby certify that such technical information is not restricted for export to Singapore.