Terms & Conditions
New Energy Challenge 2025

1. Definitions

“Affiliate” means, in reference to Shell Ventures B.V., any entity, other than Shell Ventures B.V., that at the time in question (i) directly or indirectly controls or is controlled by Shell Ventures B.V.; or (ii) is directly or indirectly controlled by an entity that also directly or indirectly controls Shell Ventures B.V. For this purpose, control means the direct or indirect ownership of in aggregate 50% or more of the voting rights in the particular entity, whether by ownership of equity interest, by contractual rights or otherwise.

“Agreement” means this agreement.

“Export Control Laws” means any laws concerning trade or economic sanctions or embargoes, Restricted Party lists, trade controls on the import, 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.

“NEC” means the New Energy Challenge.

“NEC Event” means any event, conference, meeting, or gathering that is organized or sponsored by the NEC Partners as part of the NEC.

“NEC Partners” means any Persons that jointly organize the NEC, including Rockstart, Shell, Shell Gamechanger, Shell Commercial Partnership, Shell Open Innovation, Unknown Group, and YES!Delft.

“Person” means any individual, venture, corporation, partnership, association, trust, estate, government entity, or any other legal entity recognized by applicable law.

“Shell” means, collectively, Shell Ventures B.V. and any of its Affiliates, and all of their officers, directors, employees, committee members, consultants, advisors, shareholders, agents, subsidiaries, affiliates, successors, and assigns.

“Shell Partner” means any Person that has entered into a collaborative or contractual relationship with Shell, including any agents, representatives, successors, or assigns of such Person.

“Technical Information” means any and all data, know-how, methodologies, processes, designs, specifications, drawings, software, technical reports, and other technical knowledge or information, whether in written, electronic, or other form, that is related to the development, production, testing, or use of products, services, or technologies. This includes, but is not limited to, proprietary information, trade secrets, inventions, and any other information that is of a technical nature and is disclosed or made available in connection with the performance of this Agreement.

“You” or “Your” means the Person submitting information to the NEC, including any agents, representatives, successors, and assigns acting on behalf of such Person.

2. Sharing information

2.1 Confidentiality
By submitting any information as a participant in the NEC, You agree that any NEC Partners may provide the same information to Shell or any Shell Partners and that the same may share the information with any Affiliates relating thereto that are involved in the NEC and any such entities do not have any obligation to treat such information as confidential even when such information appears to be confidential or is marked as or referred to by You as confidential, unless agreed otherwise in writing by the entity with which the information is being shared.

2.2 Export of technical data
Many governments regulate the export of certain technical data and information. Before submitting any Technical Information, You MUST research applicable Export Control laws to ensure that Your submission complies with said laws. By submitting such Technical Information, You certify that such Technical Information is not contrary to or restricted for export by any Export Control Laws.

2.3 Indemnification
Any information or advice provided by Shell or any NEC Partners in relation to the NEC, including those provided on any website affiliated with the NEC and/or on Shell’s website(s) is provided as-is and is intended to be general in nature. Neither Shell nor any Shell Partners or NEC Partners are liable for any action that You may take as a result of relying on or using such information or advice or for any losses or damages, whether direct or consequential, suffered by You as a result of Your reliance on or use of said information or advice. By submitting Your information to the NEC, You agree that You and any entities related to You will comply with the Shell General Business Principles and the Shell Code of Conduct in all dealings in connection with the NEC and any potential business resulting therefrom.

2.4 Compliance anti-bribery and corruption laws
By participating in this NEC, You confirm that You are knowledgeable about and will comply with any anti-bribery and corruption laws applicable to Your participation in the NEC and any potential business resulting therefrom.

3. Participation in the Final Event

If You are selected to further participate in the NEC, You must commit at least one representative to attend each NEC Event. At the final NEC Event, the representative must, unless otherwise agreed to in writing by Shell, include Your Chief Technology Officer (CTO), Your Chief Executive Officer (CEO) or a position equivalent thereto to maximize the benefit to Shell and any other participants in the NEC. You must also give consent for Shell, all Shell Partners, and all NEC Partners to use, reproduce, modify, distribute, and publicly display any information about You or Your business, including any information relating to Your company name, logo and brand, as well any media collected as part of the NEC, including but not limited to photos, videos and recordings, wherein said information and media may be associated with the NEC and used by Shell, any Shell Partners, and any NEC Partners to promote the NEC or themselves. Lastly, payments by Shell for flights and accommodation expenses of participants are subject to repayment, at Shell’s election, should a participant withdraw from the final NEC Event without a valid reason wherein the validity of said reason is determined solely by Shell.

4. Winning Venture

4.1 Selecting winners
At least 2 ventures may be selected as winners of the NEC. These winners may be awarded a tailored “Winners Package”, that may consist of the Gamechanger project to further develop a proof of concept, an R&D collaboration and/or seed-funding, a grant or a strategic investment by the NEC Partners, depending on the technology, development stage, business model, and needs. However, such opportunities are not definite. The decision on the content of the “Winners Package” is at the sole discretion of Shell in collaboration with NEC Partners. Any commercial relationships or opportunities offered as “Winners Package” are subject to separate negotiations and agreements with Shell, any Shell Partners, or any NEC Partners. By participating in the NEC, You agree to negotiate potential commercial opportunities or strategic investments with Shell, any Shell Partners, or any NEC Partners in good faith. If Shell, any Shell Partners, or any NEC Partners express interest in investing in the You or Your venture, You or Your venture may be subject to further vetting / due diligence.

5. Prize options for winning ventures:

5.1 Collaboration Agreement
If You are determined to be a winner of the NEC, a collaboration agreement (hereinafter, “Winner Collaboration Agreement”) may be made available to You if Your venture is determined to be commercially viable, which decision will be at the sole discretion of Shell . The collaboration agreement may require adherence with certain compliance terms, including but not limited to terms requiring that You and Your venture adhere to anti-bribery and corruption laws, antitrust laws, intellectual property rights and HSSE requirements, and policies on audit rights, communications, and issuance of press releases.

The Winner Collaboration Agreement may have the following conditions:

  1. Subject to Your full and timely cooperation, Shell may contribute resources to work towards a design of a project, entailing a plan for how Your technology or business model could be implemented within the respective businesses of Shell (the ‘“Collaboration Design’’).
  2. Subject to Your full and timely cooperation and the viability and feasibility of the Collaboration Design, which is at the sole discretion of Shell, the Collaboration Design may stipulate conditions for implementing Your technology or business model within the respective business of Shell (the” Collaboration”).
  3. Both You and Shell must agree on the runtime of the Collaboration and the assessment moment following the execution of the Winner Collaboration Agreement.
  4. Performance criteria of success must be agreed to by Shell and You in the Winner Collaboration Agreement before the implementation of any of said criteria.
  5. Shell may, at its sole discretion, terminate the Collaboration. The Winner Collaboration Agreement will contain consequences of such termination.
  6. All data generated under the Collaboration will be the property of Shell, unless agreed otherwise in the Winner Collaboration Agreement. The allocation of revenues or benefits generated directly or indirectly from the Collaboration will be agreed in the Winner Collaboration Agreement.
  7. Decisions related to the execution of the Collaboration will be a joint effort between Shell and You – with the exception of decisions that may have a long-term impact on the Shell brand or Shell assets, which will be at the sole discretion of Shell. The latter kind of decisions will be taken by Shell unilaterally.

6. Governing Law and Dispute Resolution

  1. This Contract, and any Dispute will be exclusively governed by and construed in accordance with the laws of England and Wales and excluding conflict of law rules and choice of law principles that would deem otherwise. Except as expressly stated in the Agreement, both Parties retain all rights and remedies, both under the Agreement and at law, which either may have against the other.

7. Miscellaneous

  1. Nothing in this Agreement will create a partnership between You and any other Person or otherwise constitutes a partnership, joint venture, agency, trust, employment relationship or other similar arrangement.
  2. No amendments to, or waivers of any right or remedy under, this Agreement are valid.
  3. A failure or delay in exercising any right or remedy under this Agreement will not constitute a waiver nor will any single or partial exercise preclude any further exercise of that or any other right or remedy.
  4. If any provision, or part of a provision, of this Agreement is held to be invalid, illegal or unenforceable, such provision or part thereof will be deemed deleted, with the remainder of this Contract to remain valid and enforceable.

Lastly by submitting your proposal you agree with the above and confirm having read and agreed to our Terms and Conditions and Privacy Policy.

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