Terms & Conditions for Shell LiveWire Pitch Competition

a) The Shell LiveWIRE Programme (“Programme”) is organised by Shell Malaysia Limited 197602000010 (992653-D) (the “Organiser”).

b) Satu Creative Services Sdn Bhd is Organiser’s local Delivery Partner (the “Delivery Partner”) under the Programme. The Delivery Partner will coordinate the overall delivery of the Programme, deliver training and/or courses to each participant, provide access where possible to relevant ecosystem players (e.g. mentors, partners, investors etc.), and monitor and report overall programme performance.

c) By participating in this Programme each Participant and each Entity (as represented by relevant Participant acting for and on behalf of the corresponding Entity) confirms that they have read and unconditionally agree to these terms and conditions and that they accept decisions of the Organiser regarding the Programme as final and binding in all respects.

d)”Programme Materials” means the materials generated by each Entity and/or its “Participants as part of their application and involvement in the Programme.

e) Participants represent, warrant, and covenant that in connection with the Programme they are aware of and will comply with Anti-Corruption Laws; whether directly or indirectly, they have not made, offered, authorized, or accepted and will not make, offer, authorize, or accept a bribe, and it has not made, offered, authorized, or accepted and will not make, offer, authorize, or accept a payment, gift, promise, or other advantage, to or for the use or benefit of any Government official or any other person where that payment, gift, promise, or other advantage would comprise a facilitation payment or otherwise violate the Anti-Corruption Laws; if required by applicable law maintained and will maintain adequate written policies or procedures to comply with Anti-Corruption Laws; if required by applicable law have maintained and will maintain adequate internal controls, including but not limited to using reasonable efforts to ensure that all transactions are accurately recorded and reported in its books and records. Except as otherwise notified to the Organiser 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 an official, officer or employee of a government agency or department, or state-owned business.

Anti-Corruption Laws shall mean (a) the United States Foreign Corrupt Practices Act of 1977; (b) the United Kingdom Bribery Act 2010; and (c) all applicable national, regional, provincial, state, municipal or local laws and regulations that prohibit tax evasion, money laundering or otherwise dealing in the proceeds of crime or the bribery of, or the providing of unlawful gratuities, facilitation payments, or other benefits to, any government official or any other person.

f) All grants under the Programme are subject to due diligence assessments and the Organiser reserves the absolute right to suspend, withdraw or decline any grant under the Programme that does not meet the Organiser’s compliance rules and requirements.

g) The Organiser may disclose any 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) The Programme is not a formal part of the Organiser’s or the Shell Group’s 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.

i) Participation in the Programme does not confer any advantage when seeking investment from the Organiser’s ventures or any similar initiative within the Shell Group.

j) The focus areas of the Programme are subject to change by the Organiser at its absolute discretion.

k) 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) and the Delivery Partner are not eligible to participate in the Programme.

l) 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) and Delivery Partner will be automatically disqualified if their employment, apprenticeship, traineeship or internship commences any time during the Programme Period.

m) By participating in the Programme, participants confirm that there are no Government Officials in or involved in their entity. The definition of Government Official (GO) is 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 and 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.

a) Participants must ensure that their materials comply with applicable 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 United Kingdom, the Netherlands and the United States of America.

c) Participants confirm and warrant that they are knowledgeable about Trade Control Laws applicable to this Programme including the lists of Restricted Parties. Participants will comply with all applicable Trade Control Laws and undertake that they shall not, and shall procure that their Related Parties shall not, do anything in connection with the Programme which causes Organizer to be exposed to a risk of being added to any Restricted Party list or otherwise becoming the target of any national, regional or multilateral trade or economic sanctions under Trade Control Laws or be in breach of any Trade Control Laws.

Trade Control Laws means any laws concerning trade or economic sanctions or embargoes, Restricted Party lists, trade controls on the imports, export, re-export, transfer or otherwise trade of goods, services or technology, anti-boycott legislation and any other similar regulations, rules, restrictions, orders or requirements having the force of law in relation to the above matters and in force from time to time including those of the European Union, the United Kingdom, the United States of America or any government laws in relation to the above matters applicable to this Programme.

Restricted Party means any individual, legal person, entity or organisation that is:(i) resident, established or registered in a Restricted Jurisdiction or otherwise targeted by Trade Control Laws;(ii) directly or indirectly owned or controlled (as these terms are interpreted under the relevant Trade Control Laws), or acting on behalf of, persons, entities or organisations described in (i); or (iii) a director, officer or employee of a legal person, entity or organisation described in (i) or (ii).

3.1 Application

a) Participants wishing to participate in the Programme must fill in and submit the online application form on the Programme Website.

b) Data, including personal data, may be shared with selection panel in the context of the Programme and for purposes of judging your applications.

c) Applications 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 any Participant if a registration or any part thereof falls under one of these categories.

d) Selection of shortlisted participants - will be determined by the Organiser and the Delivery Partner based on criteria which is explained in the application process;

e) All decisions of the Organiser and the Delivery Partner will be final, and no correspondence will be entered into on that matter.

f) The Organiser reserves the right to check the validity of the application information submitted by a Participant at any stage during the Programme.

g) The Organiser 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.

h) Participants will have no recourse against disqualification decisions.

i) Any Participant who has not correctly applied by the given deadline will not be able to participate further in the Programme.

3.2 Selection-shortlisting process:

a) Representatives of Shell and the Delivery Partner will review applications and select the top 30 applications for each region.

b) Selection process is based on the eligibility criteria and norms described in the categories of the Programme.

3.3 Judging

a) The judging panel will consist of representatives from Shell and external judges selected based on their suitability according to the Shell LiveWIRE Malaysia criteria.

b) Judges will be required to review and score each shortlisted application independently based on the assessment and scoring methodology. This methodology includes criteria assessed for each application question, guidance for judges to assess each criteria, as well as scoring weights applied for each question.

c) Winners will be announced at the regional and national awards ceremony.

d) Judges may be changed, or replaced, without prior warning to applicants, or other judges.

3.4 Announcement of Winners

a) The Shell LiveWIRE Malaysia winners will be announced during the respective regional and national awards ceremony.

b) The 10 finalists for the regional competition and the 15 finalists for the national competition will be required to attend the awards ceremony in person.

a) Each Entity participating in this Programme must have two (2) Participants. Eligible Participants cannot participate in more than one Entity.

b) Each Participant must ensure that his or her participation in the Programme and the participation of the Entity he or she is in, are lawful in accordance with applicable laws. 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 Entity’s participation in the Programme.

c) If at any stage in the Programme an Entity and/or its relevant Participants are disqualified from the Programme or an Entity and/or its relevant Participants cannot be traced or contacted after reasonable efforts have been made by the Organiser, that Entity and/or its relevant Participants will forego the right to progress any further in the Programme.

d) The 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 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 Entity and/or its relevant Participants represents, acknowledges, and warrants that any photograph/image/video uploaded is an original work created solely by the 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 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 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 generalpublicenquiries-my@shell.com with the subject stating “Shell LiveWire Malaysia”.

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 generalpublicenquiries-my@shell.com with the subject stating “Shell LiveWire Malaysia - Disputes”.

a) Each 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 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 may pass on any Programme Materials to their venture capital and other partners on a non-confidential basis.

d) Each Entity and/or its relevant Participants agree to provide the Organiser, companies within the Shell Group and the Delivery 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 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 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. Furthermore, The Participants hereby acknowledge and agree that Organiser’s Programme materials, reports, and other data or materials generated or developed by the Organiser shall be and remain the property of the Organiser.

g) Each 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 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 Entity and/or its relevant Participants warrants that the content of their entry is entirely of that 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 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 Entity and/or its relevant Participants from the Programme.

a) Personal Data processed by Organiser is governed by the terms set out in Privacy Policy | Shell Malaysia LiveWire Shell Malaysia LiveWire and covers the Organisers’ processing of any personal data collected by the Organiser and/or shared as part of the Programme and on the registration and collaboration platforms.

b) Any personal data processed by the Organiser and Delivery Partner is for the purpose of facilitating your participation in and association with the Programme.

c) Any photo, film, audio and video taken throughout the Programme, or in any such materials that you submit to the Organizers during and after the Programme, are considered as personal data. Accordingly, if consent is required to process such materials, the Organizer will ask for your voluntary consent as provided in the Film and Photography Consent form in order to use, process and/or share (if necessary) such materials. Your consent may be withdrawn at any time. The processing and storage of these materials are governed by the Supplementary Shell LiveWire Privacy Policy.

a) Any 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 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 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 an Entity and/or its relevant Participants in submitting their registration via the online application 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 Organizer tries to ensure the standard of the online application form link remain high but cannot be held responsible for interruptions of service. The Organizer reserves the right to suspend temporarily the operation of the online application 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 Entity and/or its relevant Participants takes part in the Programme on his/her own account and liability;

ii. Each Entity and/or its relevant Participants is aware of the potential hazards associated with his/her participation;

iii. Under civil and criminal law, each 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 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 Entity and/or its relevant Participants declares that they accept liability in the case of damage and that they will indemnify the Organiser against any possible claims for damages;

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 events for the Programme;

vi. Each Entity and/or its relevant Participants is aware that the Organiser will not offer or provide any insurance cover;

vii. Each Entity and/or its relevant Participants undertakes to observe the Organiser’s code of conduct and all safety regulations;

viii. Each Entity undertakes that it will not discuss commercially sensitive information with other participants or engage in any anti-competitive or antitrust practices whether in formal or informal settings of this Programme.

d) The Organiser shall not be liable to any 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.

e) 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.

f) The Organiser may at its sole discretion disqualify any Entity and/or its relevant Participants from participating further in the Programme if the Individual Participant or Entity shows a disregard for these Terms & Conditions or acts in any inappropriate, unsporting or disruptive manner.

 g) The Delivery Partner and Organiser reserves the right to monitor any information/materials submitted through the Programme Website by each 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.

h) The Organiser reserves the right to unilaterally amend these Terms and Conditions from time to time and each 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.

i) If the Entity and/or its relevant Participant 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 Entity and/or its relevant Participants in any other programme.

j) 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.

k) Nothing in these Terms and Conditions shall create or be deemed to create a partnership or joint venture between the Organiser and the Delivery 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 or the Delivery 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.

l) These Terms and Conditions shall be interpreted in accordance with and governed by the laws of Malaysia.

Any dispute or claim arising out of or in connection with these Terms and Conditions or its subject matter or formation, whether in tort, contract, under statute, or otherwise, including any question regarding its existence, validity, interpretation, breach, or termination, and including any non-contractual claim, will be finally and exclusively resolved by arbitration under the arbitration rules of the Asian International Arbitration Centre (Malaysia) (the “Rules”).

m) The arbitral tribunal, to be appointed in accordance with the arbitration rules, will consist of one arbitrator.

n) The seat of the arbitration will be Kuala Lumpur, Malaysia.

o) The language of the arbitration will be English.

p) Nothing in this Article will be construed as preventing any party from seeking conservatory or similar interim relief from any court with competent jurisdiction. Any award rendered by the arbitral tribunal will be made in writing and will be final and binding on the parties. The parties will carry out the award without delay. Judgment upon any award or order may be entered in any court having jurisdiction. All aspects of the arbitration will be considered confidential. 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 any Shell Group Ventures, Delivery Partner and any other partners. Again, this will be on a NON-CONFIDENTIAL basis.

(iii) 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.

(iv) Each Entity and/or its relevant Participants agree to provide the Organizer, the Shell Group and the Delivery 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.