Submission Terms and Conditions
UPDATED: April 1, 2015
Welcome to the SE Collective operated by Square Enix Limited, a limited liability company incorporated under the laws of England and Wales. Our company registration number is 01804186 and our registered office is at 240 Blackfriars Road, London, SE1 8NW, England ("SEL").
SEL has developed a "curated" platform, further details on which can be found at http://collective.square-enix.com which in very general terms:
(i) enables creative talent within the computer games industry to submit development concepts for digital PC, digital consoles (eg XBLA and PSN) or mobile computer game projects to SEL for review against submission parameters developed by SEL;
(ii) gives the gaming community the ability to review the development concepts which SEL judges to meet the submission parameters and to judge, via the SE Collective platform, which projects, in their opinion, deserve to become reality or not;
(iii) provides the opportunity for the most successful concepts as judged by the community and selected by SEL to be either listed on SEL’s dedicated page of the Indiegogo crowdfunding platform or to receive support for a funding campaign listed by the Project Owner (as defined below) on the Kickstarter crowdfunding platform with a view to raising funds to take the project from concept to development reality; and
(iv) if the funding requirement is achieved, SEL may, but is not obliged to, invite the Project Owner to appoint SEL as the distributor for the game once it is developed.
Having conducted a pilot trial of the SE Collective, SEL has agreed to open up the platform to a wider audience. Initially and until further notice SEL is only inviting development concepts for computer game projects based on original ideas and intellectual property created by the creative talent. SEL plans shortly to invite submissions based on certain SEL intellectual property from its back catalogue. Certain additional and amended terms and conditions will apply to game submissions based on our intellectual property.
Some capitalised terms used in these Conditions have the definitions specified in Section 1. We suggest you consult this Section first so that you understand what these capitalised terms mean.
These Conditions and your acceptance of them in the manner described below comprise a contract (the "Agreement") between you (the Project Owner) and SEL and applies to your use of SE Collective, the Platform, all Submissions which you choose to make and all and any related services described within these Conditions and on the Platform.
As a condition of being able to make a Submission the Project Owner must register all of its details and accept this Agreement as part of the submission process set out on the Platform. Such acceptance is achieved by the clicking on the ACCEPT button as prompted by the Platform.
It is very important that you read these Conditions and make sure you understand them before you accept them.
By clicking on the ACCEPT button on the Submission Page of the SE Collective website, the Project Owner accepts that it is bound by this Agreement. If you are in any doubt as to whether you should accept these Conditions, we suggest that you do not click on the ACCEPT button and that you do not make a Submission.
You are strongly advised to seek professional advice concerning and to apply for appropriate protection for your intellectual property before you make a submission. Moreover, do not upload information which you are not willing to make public.
We also recommend that you print a copy of this Agreement for future reference. A print-friendly copy can be found here.
Definitions and Interpretation
In these Conditions:
Agreement: has the meaning set out in the Legal Agreement Section above;
Campaign: means a Campaign (as such term is used on the Indiegogo Platform or the Kickstarter Platform, as applicable) which refers to a Project Owner’s showcasing of information about the Project Owner’s Project with a view to eliciting feedback and financial contributions from Indiegogo Members or Kickstarter Backers (as applicable);
Campaign Deadline: means the date on which the Project Owner decides that a Campaign will end;
Campaign Goal: means the goal for the total Contributions which the Project Owner wishes to raise for its Project if selected either to appear on the SEL Partner Page or to receive support for a Campaign on Kickstarter;
Campaign Period: means the period of time from the date on which the Campaign is either listed on the SEL Partner Page or launched as a Campaign on the Kickstater Platform (as applicable) until the Campaign Deadline;
Community Feedback: means a facility on the Platform whereby Registered Members may post comments, give feedback on, share views, vote and otherwise discuss Projects which are posted by SEL on the Platform;
Conditions: means these Square Enix Collective Submission Terms and Conditions as the same may be amended from time to time in accordance with the provisions contained herein;
Content: means the Submission and all and any parts thereof as the same may be supplemented or changed in any way during the course of or following Community Feedback and including without limitation text, computer software, treatments, artwork and all other works protected by any Intellectual Property Rights;
Contribution: a financial contribution made by an Indiegogo Member or a Kickstarter Backer (as applicable) to a Campaign;
Correspondence Address: means the email address given by the Project Owner for all correspondence concerning its Submission within the Submission process on the Platform;
Designated Account: means the bank account in the name of SEL as shall be separately notified to the Project Owner;
Developed Game: means a completed Game developed by the Project Owner following the achievement of the Campaign Goal;
Feedback Period: means a period of 28 days from the date of initial posting of a Project on the Platform during which Community Feedback may be given with respect to a Project. For the avoidance of any doubt, the Feedback Period shall not be extended by any period of time as a result of any updates which SEL permits to be uploaded to the Platform;
Force Majeure Event: means any act or event beyond SEL's reasonable control including strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster or failure of public or private telecommunications networks;
Game: means the interactive computer game which is the subject matter of a Submission and, where applicable, a later Campaign;
Intellectual Property Rights: means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, 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 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;
Kickstarter: means Kickstarter, Inc.;
Kickstarter Platform: means a crowfunding platform operated by Kickstarter and which is currently accessed at: https://www.kickstarter.com;
Locked: means the point at which a Project and all Community Feedback given in relation to that Project is locked at the end of the Feedback Period such that no further Community Feedback can be given with respect to the Project in question;
Perk: means a non-monetary reward for a Contribution offered by a Project Owner pursuant to a Campaign such as, by way of example only, a free download of the game which is the subject matter of the Campaign;
Platform: means a web-based platform to be located at https://collective.square-enix.comat which Projects will be posted by SEL for Community Feedback;
Project: means a Submission which meets the Submission Parameters and is accepted by SEL for listing on the Platform for Community Feedback;
Project Owner: means the person, firm or other legal entity that makes a Submission;
Registered Member: means an individual who is registered as a SEL member via https://membership.square-enix.com/register and who has a valid membership;
SE Collective: means the "curated" platform developed by SEL general details of which are described at http://collective.square-enix.com;
SEL: has the meaning set out in the Introduction Section above;
SEL Correspondence Address: means the following email address (or any subsequent email address notified to the Project Owner at the Correspondence Address): email@example.com;
SEL Fee: means a fee equal to 5 (five) per cent. of the total value of Contributions received by either Indiegogo or Kickstarter (as applicable)_net of any fees or third party credit card processing fees paid to or deducted from such Contributions by Indiegogo or Kickstarter (as applicable) but without any other deductions;
SEL Partner Page:means SEL’s dedicated page on the Indiegogo Platform on which Successful Projects are able to run their Campaigns;
Submission: means a submission for a computer game concept made to SEL for consideration as a Project;
Submission Parameters: means the minimum requirements set out in Section 3 of these Conditions which a Submission is required to meet in order to be eligible for consideration as a Project;
Submission Review Stage: the stage during which Submissions are reviewed by SEL to determine whether or not they shall be accepted as Projects suitable for Community Feedback;
Successful Project: means a Project which, following Community Feedback, is selected by SEL to be offered the opportunity to run their Campaign on the SEL Partner Page or to receive support for a Campaign on Kickstarter; and
Team Assessment: means an assessment by SEL of a Successful Project in advance of such Successful Project being either listed on the SEL Partner Page or offered support for a Campaign on Kickstarter comprising an interview (which may be written or, should SEL require, undertaken by telephone or in person) to learn and understand in greater depth: (a) about the Project Owner and its development team and its/their respective experience and expertise; (b) the development tools, hardware and software available to the Project Owner for the development of the Game; (c) the likely additional development resources, development tools, software and hardware and third party licences that the Project Owner will need in order to complete the development of the Game which is the subject of the Campaign; (d) a broad time frame for completion of the Game development and an estimated suitable Campaign Goal to enable the Game to reach development completion having regard to any other financial investment, lending, grants or other resources available to the Project Owner; and (e) further detail of what Contribution tiers and associated Perks the Project Owner envisages will be available to either Indiegogo Members or Kickstarter Backers (as applicable). Such assessment will involve the completion by the Project Owner of a questionnaire supplied by SEL to the Correspondence Address followed up by a meeting or conference call from such SEL representative as is practicable or preferred by SEL to discuss the answers provided by the Project Owner to the questionnaire. Thereafter, SEL will prepare a brief written report setting out the key points for Indiegogo Members or Kickstarter Backers (as applicable) to understand more about the Project Owner’s team and how Contributions will be applied.
2.1 Submissions must be made by following the steps prescribed on the Platform. Submissions made in any other manner or in any other form will not be accepted and SEL accepts no obligations in relation to them.
2.2 SEL accepts no obligations to the Project Owner for inaccurate, untruthful, misleading or incomplete Submissions.
3. Submission Parameters
3.1 Submissions must meet the following minimum requirements or criteria in order to be eligible for consideration by SEL as a Project suitable for posting to the Platform for Community Feedback:
(a) the Submission must refer to a concept for the development of a game for replay either on PC Windows format for digital download distribution, digital console (eg XBLA or PSN) or mobile, although Projects do not need to be created exclusively for those formats;
(b) the Submission must be made in the English language;
(c) neither the Submission nor anything which, in substance, is the same or similar to the Submission must have been the subject of any previous attempt to raise finance or other support of any kind via any form of so-called crowdfunding platform whether on the Indiegogo Platform, Kickstarter Platform or otherwise;
(d) the Submission must include a proposed Campaign Goal which is realistic having regard to the detail of the Submission concept and the nature of raising support and funds via crowdfunding;
(e) the Submission must have all mandatory fields prescribed on the Platform duly completed together with a Project title; top-level description of the Project concept and any extended text, artwork, audio and/or audio-visual Content which the Project Owner wishes to submit as part of its Submission; and
(f) the Project Owner must be, and must include information within its Submission which demonstrates its capability of being able to act as, the lead developer of the Game which it would like to develop based on the concept described in its Submission.
3.2 Once a Submission has been made it will be reviewed by SEL for compliance with the Submission Parameters. Provided the Submission:
(a) meets the Submission Parameters;
(b) is not for a Game concept or otherwise features Content which has been received previously in an earlier Submission whether by the same Project Owner or a third party and has already been, or is materially similar to, the subject of a Project which has been posted previously on the Platform for Community Feedback; and
(c) is otherwise of a baseline quality which SEL considers, in its absolute discretion, as a suitable candidate for Community Feedback having regard to the professional quality of Projects which SEL aspires to attract to the Platform,
SEL will accept the Submission as a Project and post the Project to the Platform for Community Feedback. If SEL rejects the Submission it will notify the Project Owner of the rejection by email sent to the Correspondence Address but shall not be obliged to give reasons for the rejection and shall not be obliged to enter into any further correspondence concerning the same. SEL reserves the final and unfettered right to administer the Platform in any way it chooses and to select or amend the criteria against which Submissions will qualify or be chosen as Projects both before and after a Submission is made.
3.3 By making a Submission the Project Owner understands and agrees that the Submission may not be withdrawn and that SEL shall have the absolute and irrevocable right and licence to accept the Submission as a Project and post it to the Platform for Community Feedback when it decides for the duration of the Feedback Period. Project Owners are strongly advised to seek professional advice concerning and to apply for appropriate protection for their Intellectual Property Rights before they make a Submission. Project Owners should not upload information which they are not willing to make public.
3.4 For the avoidance of doubt, SEL shall not be obliged provide any input into nor offer any advice or support in relation to any Submission at the Submission Review Stage but may do so in its sole discretion.
3.5 SEL shall retain absolute discretion as to the time when it decides to list a Project on the Platform for Community Feedback. SEL may also choose to limit the number of Submissions which are accepted as Projects and posted to the Platform for Community Feedback at any one time or in total. SEL will however send an email to the Correspondence Address given by the Project Owner at Submission notifying the Project Owner of its Project being so posted.
4. Community Feedback
4.1 Community Feedback may be given by Registered Members on the Platform for the duration of the Feedback Period.
4.2 The Project Owner may not withdraw the Project from the Platform during the Feedback Period for any reason regardless of the nature or content of any Community Feedback which is given whether good, constructive or bad.
4.3 For the avoidance of doubt, SEL shall not be obliged to provide any input into nor offer any advice or support in relation to any Projects during the Feedback Period but may do so in its sole discretion.
4.4 Once the Project is posted to the Platform for Community Feedback no further changes may be made to it nor updated Content posted without SEL’s prior written agreement.
4.5 At the end of the Feedback Period the Project will be Locked.
4.6 SEL reserves the right to either withdraw or suspend a Project from the Platform immediately and without prior notice to the Project Owner if it receives notice of any claim from any person which, if true, would constitute a breach of a representation or warranty by the Project Owner under Section 8 of these Conditions or it becomes aware of any reason to suggest that the Project Owner has committed a breach of any of these Conditions.
5. Community Feedback Review
5.1 Once a Project has been Locked SEL will review the Community Feedback received for the Project and undertake its assessment of the Project.
5.2 Within 10 (ten) working days of the Project being Locked SEL will notify the Project Owner by email to the Correspondence Address as to whether it considers the Project to be a Successful Project or not. SEL's determination is final and exercised in SEL's absolute discretion and no correspondence will be entered into.
6. Team Assessment and Crowdfunding Phase
6.1 Where SEL notifies the Project Owner that its Project has been judged to be a Successful Project then such notice shall constitute SEL's conditional invitation to the Project Owner to:
in each case, subject to the terms and conditions below.
6.2 The Project Owner is not obliged to post its Project as a Campaign either on the SEL Partner Page or on the Kickstarter Platform and may at the Project Owner’s entire discretion choose to: (a) set up its own Campaign on another partner page or on its own page on the Indiegogo Platform; (b) set up a Campaign on the Kickstarter Platform without any support from SEL (if applicable); (c) pursue alternative crowdfunding or other fundraising initiatives; or (d) terminate or suspend development of the Game. As soon as the Project is Locked the Project Owner shall have no further obligation to SEL should it choose not to.
6.3 Should the Project Owner wish to accept SEL’s conditional offer to either list its Project on the SEL Partner Page or to receive support for a Campaign on Kickstarter then it must accept SEL's invitation by email, specifying (where applicable) whether it would like to list its Project on the SEL Partner Page or receive support for a Campaign on Kickstarter, sent to the SEL Correspondence Address within 10 (ten) working days of receiving SEL's notification that its Project has been a Successful Project and:
(a) the Project Owner must undertake a Team Assessment. If having conducted the Team Assessment SEL is not happy with any aspect of the Project or proposed Campaign (which could be for many reasons including, for example only, because it considers the Project Owner’s development plan, budget or timetable untenable or because it considers the development team is insufficient or lacks appropriate skills) and SEL concerns are not subsequently addressed to SEL’s satisfaction during any follow-up conversations with the Project Owner that SEL requires, SEL shall be free at that stage to withdraw the Successful Project and to refuse to list the Campaign on the SEL Partner Page or to offer support for a Campaign on Kickstarter without any further obligation on the part of either the Project Owner or SEL to the other. In such a case, SEL will not make any public comment concerning its reasons for not supporting the Successful Project;
(b) assuming SEL is satisfied with the Team Assessment, the Project Owner must consent to the written report of the Team Assessment prepared by SEL being published on the Project Owner’s Campaign page. If the Project Owner does not agree to the Team Assessment being published on the Campaign page for the Successful Project then it may not list the Campaign on the SEL Partner Page and it will not receive any support from SEL for a Campaign on the Kickstarter Platform. If the Campaign has already been launched, the Successful Project will be withdrawn from the SEL Partner Page or any support for a Kickstarter Campaign will be withdrawn. Again, in such a situation, SEL will not make any public comment concerning its reasons for not supporting the Successful Project on the SEL Partner Page and neither party will have any further obligation to the other;
(e) the Project Owner must set a Campaign Goal and a Campaign Deadline. The Campaign Goal must be a fixed amount of target funding and not a flexible amount (which means that if the Project Owner does not achieve its target funding it receives no funds and all Contributions are refunded);
(f) in setting up its Campaign, no Perks must be offered by the Project Owner without prior consultation with SEL;
(g) whilst SEL is not committed to any minimum efforts or expenditure SEL will look to try and drive interest and awareness in the SEL Partner Page and Campaigns for Successful Projects, whether listed on the SEL Partner Page or the Kickstarter Platform through such awareness generation initiatives as SEL may from time to time decide;
(h) the Project Owner irrevocably agrees that in the event that the Campaign achieves the Campaign Goal the SEL Fee shall be immediately due and payable by the Project Owner to SEL in cleared funds without any deductions, set-off or withholding of any kind to the Designated Account plus the amount of any value added tax chargeable thereon.
6.4 Once listed, the Campaign may not be withdrawn by the Project Owner from either the SEL Partner Page or the Kickstarter Platform (as applicable) without SEL's prior written agreement.
6.5 Where a Campaign is listed on the SEL Partner Page, SEL reserves the right immediately and without prior notice to the Project Owner to withdraw or suspend a Campaign if: (a) it receives notice of any claim from any person which, if true, would constitute a breach or a representation or warranty by the Project Owner under Section 8 of these Conditions; or (b) it is required or requested to suspend or withdraw the Campaign for any reason by Indiegogo; or (c) it is ordered to withdraw or suspend a Campaign from the SEL Partner Page by a court or other tribunal of any jurisdiction; or (d) any aspect of the Campaign is judged to breach any applicable code of conduct or practice including but not limited to codes of practice with respect to marketing or advertising; or (e) SEL is advised that any aspect of the Campaign or its listing on the SEL Partner Page may breach any applicable laws pertaining to financial communications, offering of securities or invitations or inducements to engage in any form of investment activity.
6.6 Where a Campaign is listed on the Kickstarter Platform, SEL reserves the right immediately and without prior notice to the Project Owner to request that the Project Owner withdraws or suspends a Campaign if: (a) it receives notice of any claim from any person which, if true, would constitute a breach or a representation or warranty by the Project Owner under Section 8 of these Conditions; or (b) any aspect of the Campaign is judged to breach any applicable code of conduct or practice including but not limited to codes of practice with respect to marketing or advertising; or (c) SEL is advised that any aspect of the Campaign may breach any applicable laws pertaining to financial communications, offering of securities or invitations or inducements to engage in any form of investment activity.
7.1 Subject only to the Project Owner’s obligations to SEL under Section 6.3(h) of these Conditions following completion of a Campaign the Project Owner shall have no further obligation to SEL.
7.2 Subject to completion of the development of the Game which is the subject of the Campaign, SEL may make a conditional invitation to the Project Owner to appoint SEL as its distributor for the Developed Game. SEL’s determination is final and exercised in SEL’s absolute discretion and no correspondence will be entered into.
7.3 The Project Owner shall have no obligation to appoint SEL as its distributor for the Developed Game. However, should it wish to do so the parties will enter into a separate distribution agreement on such terms and conditions as shall be agreed between the parties at that time.
8. Project Owner’s Representations
8.1 The Project Owner represents and warrants to SEL that:
(a) all information submitted to SEL pursuant to the Submission is truthful and accurate and that such truth and accuracy will be maintained;
(b) where the Project Owner is an individual the Project Owner is 18 years old or older as at the date of Submission;
(c) the person named during the submission process as the Project Owner's authorised representative and who accepts these Conditions on the Project Owner’s behalf has the absolute, unfettered power and authority to do so and to make the Submission on the Project Owner's behalf;
(d) all authors of the Submission and the Content are 18 years or older as at the date of Submission;
(e) the Submission is being made for the Project Owner's own account and is not being made on behalf of any third party, whether such third party is disclosed in the Submission or not;
(f) the Project Owner is the absolute unrestricted legal and beneficial owner of or has secured all necessary rights and permissions in writing and on an irrevocable basis to use and exploit all of the copyright and other Intellectual Property Rights in the Content and, where applicable, to use the name, likeness and biography of every identifiable natural person (dead or alive) in the Content: (i) for the purpose of making the Submission; (ii) for the purpose of posting the Content to and receiving Community Feedback on the Platform; (iii) for the purpose of raising support and Contributions via either the Indiegogo Platform or the Kickstarter Platform; and (iv) to develop and thereafter publish, distribute and otherwise freely exploit the Game without payment of money or geographical restriction; and
(g) none of the Submission or the Content or any Campaign or any use or other act of the Project Owner or SEL of the Content as contemplated by these Conditions will infringe any Intellectual Property Rights or any other proprietary rights, rights of privacy, rights attaching to confidential information or rights of publicity.
(h) is solely responsible for obtaining any approvals and complying with any requirements of platform holders.
8.2 Where a Campaign is listed on the SEL Partner Page, the Project Owner additionally represents and warrants to SEL that:
8.3 Where a Campaign is listed on the Kickstarter Platform, the Project Owner additionally represents and warrants to SEL that:
8.4 Without prejudice to any other right or remedy of SEL, in the event of any breach by the Project Owner of any of its obligations under this Agreement including any warranty or representation in Section 8 SEL may immediately and without prior notice to the Project Owner: (a) withdraw or suspend any Project from being listed on the Platform; (b) withdraw or suspend a Campaign from the SEL Partner Page; (c) withdraw its support for any Campaign listed on the Kickstarter Platform and/or (d) terminate this Agreement without any further obligation to the Project Owner.
9. Grant of Rights to SEL
9.1 Except for the very limited licence described in Section 9.2 of these Conditions and except only as may be otherwise separately agreed between the parties, SEL acquires no rights of ownership or licence to use or exploit any of the Project Owner’s Intellectual Property Rights by virtue of the Project Owner making a Submission, the Project being listed on the Platform or by virtue of a Campaign for the Game being run on the SEL Partner Page or any support being provided for a Kickstarter Campaign (as applicable).
9.2 By making a Submission the Project Owner grants SEL (and represents that the Project Owner has the right to grant SEL) an irrevocable, payment-free, worldwide, transferable, non-exclusive licence to store and otherwise make such copies of the Submission as SEL considers necessary for the purpose of: (i) evaluating the Submission against the Submission Parameters and for deciding whether to accept the Submission as a Project for posting on the Platform for Community Feedback; (ii) to post the Project on the Platform including but not limited to details of the Project title and the name and experience of the Project Owner for the duration of the Feedback Period; and (iii) evaluating the Project following it being Locked to decide whether to select it as a Successful Project; (iv) to list the Successful Project on the SEL Partner Page where the Project Owner wishes SEL to do so or providing support for a Kickstarter Campaign (as applicable); and (v) to generate awareness of the Project and to promote it alone or in conjunction with or as part of the SEL Partner Page or as a Campaign listed on Kickstarter during the Campaign and after its conclusion.
10. SEL’s Liability and Limitations
10.1 The Project Owner releases SEL from any claims that it may have, have had or may have in the future, relating to or resulting in any way from any Community Feedback or the Team Assessment including without limitation infringement of rights in confidential or private information or infringement of Intellectual Property Rights.
10.2 SEL assumes no responsibility for the content of or advice contained within any Community Feedback or the Team Assessment. Any use of such content or advice by the Project Owner is at the Project Owner’s sole risk.
10.3 This Section 10 sets out the entire financial liability of SEL (including any liability for the acts or omissions of its employees, affiliates, agents and sub-contractors) to the Project Owner:
(a) arising under or in connection with these Conditions;
(b) in respect of any Submission made by the Project Owner or other use of the Platform;
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Conditions;
(d) in respect of any advice or support, suggestions or introductions given or made or discussions or input into any Submission, Project or Campaign;
(e) the results of using the Platform and other features of the SE Collective;
(f) the Team Assessment; or
(g) use of the Community Feedback or Team Assessment by the Project Owner.
10.4 Except as expressly and specifically provided in these Conditions:
(a) the Project Owner assumes sole responsibility for its Submission, the Project and the Campaign and the results obtained from the use of the SE Collective, or from its Project being listed on the Platform or its Campaign being posted on the SEL Partner Page or on the Kickstarter Platform (as applicable);
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Conditions; and
(c) the SE Collective and the Platform are provided on an "as is" and "as available" basis.
10.5 Nothing in these Conditions excludes the liability of SEL:
(a) for death or personal injury caused by the negligence of SEL; or
(b) for fraud or fraudulent misrepresentation.
10.6 Subject only to the provisions of Section 10.5 SEL shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.
11. Changes to these Conditions
11.2 Where SEL makes a change to these Conditions it will notify the Project Owner of these Conditions by email sent to the Correspondence Address.
11.3 Notwithstanding Section 11.1 SEL confirms that it will not make any changes to these Conditions the effect of which will be in relation to the Submission made by the Project Owner:
(a) to extend the rights and licences granted to SEL under Section 9 of these Conditions except to the extent strictly necessary to enable SEL to administer the SE Collective;
(b) to broaden the scope of the representations, warranties or indemnities given by the Project Owner in respect of Submissions which have previously been submitted to SEL via the Platform;
(c) to change the provisions of Section 6.2 of these Conditions in a manner which is more favourable to SEL;
(d) to change the provisions of Section 7 of these Conditions so that they are more favourable to SEL; or
(e) to increase the amount of the SEL Fee.
12. Personal Data
12.1 The Project Owner consents (and has secured consents in the terms required by this Section from all individuals whose names and biographies are contained within any Submission) to the use, storage and processing of all personal data (as such term is defined within the Data Protection Act 1998) for all purposes contemplated by these Conditions.
13. Electronic Contracting
13.1 The Project Owner and SEL agree:
(a) that the use of electronic contracting (that is the contract and the means taken to indicate the formation the contract occur electronically using electronic messaging (including email) or other similar electronic means) shall create valid and enforceable rights and obligations between them; and
(b) not to challenge the validity of any agreement or communication between them solely on the ground of the use of electronic means.
14.1 This Agreement and the rights and benefits of the Project Owner under it are personal to the Project Owner and may not be assigned or transferred by the Project Owner to any third party in whole or in part unless SEL gives its prior written consent (which it may refuse in its absolute discretion).
14.2 SEL may transfer its rights and obligations under this Agreement to another person, but this will not affect the Project Owner's rights or SEL's obligations under this Agreement.
14.3 This Agreement is between the Project Owner and SEL. No other person has any rights to enforce any of its terms.
14.4 Each provision of these Conditions operates separately. If any court or other tribunal of competent jurisdiction holds that any of them are unlawful or unenforceable, the remaining provisions shall remain in full force and effect.
14.5 Nothing in this Agreement shall constitute or be deemed to constitute a partnership or agency arrangement and neither SEL nor the Project Owner shall have authority or power to bind the other or to contract in the name of the other in any way or for any purpose.
14.6 Except as provided within Section 11.1, no variation of these Conditions shall be effective unless it is in writing and signed by both parties.
14.7 If SEL fails to insist that the Project Owner performs any of its obligations under these Conditions or if SEL does not enforce any of its rights against the Project Owner, or if SEL delays in doing so, that will not mean that SEL has waived its rights against the Project Owner and will not mean that the Project Owner does not have to comply with those obligations. If SEL does waive a breach by the Project Owner, it will only do so in writing and that will not mean that SEL will automatically waive any later breach by the Project Owner.
14.8 SEL will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Agreement that is caused by a Force Majeure Event.
14.9 Where these Conditions refer to a communication or notice 'in writing' this will include e-mail.
14.10 A reference to SEL or the Project Owner shall include that party's personal representatives, successors and permitted assigns.
14.11 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
14.12 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
14.13 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
14.14 Any words following the terms 'including', 'include', 'in particular' or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
14.15 A reference to a person includes a firm, corporation or other form of business organisation or legal entity.
14.16 Except where expressly provided otherwise in these Conditions, any consent or approval which is required from SEL may be given, withheld or conditioned in SEL’s absolute discretion and without any requirement for any decision to be justified or to be objectively reasonable.
15. Governing Law and Dispute Resolution
15.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including contractual and non-contractual claims and disputes) shall without regard to principles of conflict of laws be governed by and construed in accordance with the law of England and Wales.
15.2 SEL and the Project Owner both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
16. Communications and Notices
16.1 The Project Owner agrees and consents to receive electronically all communications, documents and notices including any updates to these Conditions ("Communications") that SEL provides in connection with this Agreement and the Project Owner's use of the SE Collective.
16.2 By giving consent, the Project Owner confirms it has access to the necessary equipment and is able to receive, open, print and download a copy of any Communications for its records. The Project Owner should print a copy of these Communications for its records as they may not be accessible online or at a later date.
16.3 It is the Project Owner's responsibility to keep its Correspondence Address valid and up to date so that SEL can communicate with the Project Owner electronically. The Project Owner understands and agrees that if SEL sends the Project Owner an electronic communication but the Project Owner does not receive it because its Correspondence Address is either incorrect, out of date, blocked by the Project Owner's service provider, or if the Project Owner is otherwise unable to receive electronic Communications, SEL shall be deemed to have provided the Communication to the Project Owner. Project Owners are recommended to ensure that SEL and the SEL correspondence address are added to the Project Owner's email address book to ensure that Communications are not blocked or re-routed by a spam or similar filter.
16.4 Project Owners may update their Correspondence Address by updating the personal details associated with their SEL member account;
16.5 If SEL becomes aware that the Correspondence Address is invalid such that its Communications sent to the Project Owner are returned, SEL may at its discretion deem the Project Owner's Submission, Project or Campaign (as applicable) to be withdrawn and shall have no further obligations.