About Us
Company details. Lost Universe Limited (company number 12406217) (Lost Universe, we and us) is a company registered in England and Wales and our registered office is at Victoria House 50-58 Victoria Road, Farnborough, England, GU14 7PG. Our VAT number is GB 344 4734 95. We operate the Lost Universe Online Marketplace through the website: www.lostuniverse.com (Marketplace).
Lost Universe Online Marketplace Terms of Use
Anti-Discrimination and Hate Speech Policy
Prohibited Product Policy
Intellectual Property Policy
Contacting us. To contact us telephone our customer service team at 0333 240 0707 or email help@lostuniverse.com. How to give us formal notice of any matter under these Terms of Use is set out in clause 18.2.
1. Interpretation
Throughout these Terms of Use, the following definitions and rules of interpretation shall apply:
1.1. Definitions:
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Customer
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the person or business who purchases goods via the Marketplace (whether Products or otherwise).
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Customer Contract
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as defined in clause 3.3
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Deductions
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as defined in clause 10.7.
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Delivery Period
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as defined in clause 8.6.
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Force Majeure Event
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as described in clause 17.1.
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Intellectual Property Rights
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all patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
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Listing
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the placement of a Product along with all of the Listing Information onto the Marketplace on behalf of or by the Seller Partner.
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Listing Fee
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Subject to clause 8.4, £0.85 for each Product subject to a Listing (by way of example only, where the Seller Partner wishes to list 10 items for sale, there will be a Listing Fee for each item (x10) = £8.50), and the Listing Fee shall be payable when each Product is placed on to the Marketplace via a Listing.
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Listing Information
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the Product Information, the Product Price, and such details to verify how many units of the Products that the Seller Partner has available for sale via the Marketplace.
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Losses
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all liabilities, costs, expenses, damages and losses including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses.
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Marketplace
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the Lost Universe online Marketplace through the website: www.lostuniverse.com
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Order
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an order placed by a Customer for the purchase of a Product or Products from the relevant Seller Partner.
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Payment Processing Fee
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Subject to clause 8.4, 3% (three percent) of the Product Price plus £0.30 for each transaction, and the Payment Processing Fee shall be paid on each Product sold via the Marketplace.
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Platform Fee
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Subject to clause 8.4, 9% (nine percent) of the Product Price, and the Platform Fee shall be paid on each Product sold via the Marketplace.
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Policies
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the general operating policies and conditions for use of the Marketplace promoted by Lost Universe and in place from time to time and, at the date of these Terms of Use, to include the following policies:
- Intellectual Property Policy;
- Privacy Policy;
- Cookie Policy;
- Prohibited Product Policy; and
- Anti Discrimination Policy.
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Product
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The authorised and/or saleable pop culture merchandise, placed for sale by the Seller Partner through the Marketplace that is not a Prohibited Product.
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Product Information
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all details of the Products, including all descriptions, images, measurements, condition and any other supplementary information about the relevant Products.
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Product Price
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the listed price of the Product as stipulated on the Marketplace plus the associated cost for delivery charges for delivery of the Product to the Customer. Product Price is excluding any applicable Value Added Tax or other sales tax.
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Prohibited Products
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shall mean the types of products detailed in Schedule 1.
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Seller Partner(s), “you” and “your”
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the person or business who registers to become a member of the Marketplace and, by subscribing to these Terms of Use, then sells Products to Customers via the Marketplace subject to and in accordance with these Terms of Use.
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Seller Partner Terms
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the Seller Partner’s terms and conditions for sale of Products to Customers approved by Lost Universe and where applicable uploaded onto the Marketplace.
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Standard Terms
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the Lost Universe general “Terms & Conditions of Sale”, available at https://lostuniverse.com/pages/terms-conditions as updated from time to time.
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Terms of Use
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these terms and conditions relating to the use of the Marketplace as may be updated from time to time
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Working Day
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a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
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1.2. Interpretation:
1.2.1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2. A reference to a party includes its personal representatives, successors and permitted assigns.
1.2.3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.2.4. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.2.5. Any words following the terms including, include, in particular, for example 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.
1.2.6. A reference to
writing or
written includes fax and email.
1.2.7. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
2. Our Contract With You
2.1. Applicability of Terms. These Terms of Use along with the Policies govern the use by you of the Marketplace and the placing of Products for sale by you on the Marketplace. These Terms of Use (and the documents referred to in them) as well as the Policies may be updated and added to from time to time by Lost Universe. Every time you wish to use the Marketplace, please check these Terms of Use to ensure you understand the Terms of Use that apply at that time. These Terms of Use were most recently updated on 10 May 2022.
2.2. Our Contract. These Terms of Use and the Policies apply when you become a member of the Lost Universe Marketplace and/or offer for sale Products to customers of Lost Universe through the Marketplace. No other terms are accepted, whether yours or implied by trade, custom, practice or course of dealing.
2.3.Term. Your access and rights to use the Marketplace are subject to these Terms of Use and shall commence from when we have accepted your application and in accordance with clause 3.1 and shall continue unless and until terminated in accordance with clause 14.
2.4. Entire agreement. These Terms of Use and our Policies in place from time to time are the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms of Use and/or our Policies. In circumstances where there is any conflict between the terms of these Terms of Use and any of the Policies, these Terms of Use shall prevail.
2.5. Language. These Terms of Use are made only in the English language.
3. Advertising Products For Sale
3.1. In order to sell Products on the Marketplace, the Seller Partner must sign up to the Lost Universe Marketplace at
https://lostuniverse.com/pages/marketplace-join. A Seller Partner’s membership will be accepted upon their having confirmed their acceptance of these Terms of Use and Lost Universe’s acceptance of the application.
3.2. Once the Seller Partner has completed the registration process for the Marketplace and the Seller Partner’s registration has been accepted, the Seller Partner can set up their online store for the advertisement and sale of Products to Customers, raise the request for Listings (with every Listing being reviewed and approved/rejected by Lost Universe in accordance with these Terms of Use) and request the alteration to any existing Listing Information (with each request being reviewed and approved/rejected by Lost Universe in accordance with these Terms of Use), and all subject to the Seller Partner’s continuing compliance with these Terms of Use.
3.3. Where a Customer Orders a Product through the Marketplace, the contract is formed solely between the relevant Seller Partner and the Customer at the completion of the sale (Customer Contract). A Customer Contract will comprise the Standard Terms or where applicable and preapproved by Lost Universe the Seller Partner Terms, and the email confirmation of the Customer's Order. Lost Universe is not a party to Customer Contracts, is not liable for Customer Contracts or any claim or dispute arising out of or in connection with it nor is Lost Universe acting as the Seller Partner's agent.
3.4. Please note that although Lost Universe facilitates the transactions which are carried out through the Marketplace, Lost Universe is neither a buyer nor a Seller Partner of the Products and does not assume any responsibility nor make any representation, warranty or guarantee, whether express or implied, as to the Products.
3.5. Lost Universe reserves the right to immediately remove from sale any Product in its sole discretion, including if that Product is a Prohibited Product.
3.6. Further to and in addition to clause 3.5, the Seller Partner acknowledges and agrees that where any Product has been on the Marketplace for 30 calendar days or more from the Listing date and has not been sold Lost Universe shall have the right at any time to immediately remove the relevant Product and its Listing and refuse and/or reject any further attempt to obtain a new Listing (whether by the relevant Seller Partner or otherwise) for the same Product.
3.7. Lost Universe reserves the right to request proof of the authenticity of any Product at any time. Upon request, the relevant Seller Partner shall provide Lost Universe with a copy of its licence agreement for the sale of its licensed Products or any other such document which proves the authenticity or official licence of the relevant goods as Lost Universe may reasonably require. Failure to provide such proof may result in Lost Universe immediately withdrawing any such Products from sale and/or banning the Seller Partner from using the Marketplace (whether temporarily or permanently at Lost Universe’s discretion).
3.8. It is acknowledged and agreed by all Seller Partners that Lost Universe shall at all times control all financial transactions that take place between all and any parties on the Marketplace in relation to or in connection with sale of Products. Such control shall include, receiving and processing all Customer payments for Orders; issuing funds to Seller Partners following the expiry of any “returns period” relating to the relevant purchased Products (less all fees due to Lost Universe in accordance with clause 10 and these Terms of Use); and issuing any refunds to Customers relating to any returned and/or faulty Products
4. Using the Marketplace
4.1. Any Product imagery that the Seller Partner requests for use on the Marketplace, must be high quality, clear, accurate and not contain any products or items that are not offered for sale.
4.2. All communication between Customers and the Seller Partner must be made through the Marketplace and via Lost Universe.
4.3. By listing a Product for sale on the Marketplace, the Seller Partner warrants that it has the right to sell the Product.
4.4. The Seller Partner shall not, without Lost Universe’s prior written consent, make or give any representations, warranties or other promises concerning the relevant Products beyond those contained in the Standard Terms and where pre-approved the applicable Seller Partner Terms.
4.5. It is not intended that Lost Universe become the owner of any Products nor any other goods offered for sale through the Marketplace by the Seller Partner. However, all Seller Partners all acknowledge and agree that where returned Products are sent to the Lost Universe warehouse in accordance with the relevant returns policy of the Marketplace, if the relevant Seller Partner has not collected or provided proof for collection of the relevant returned Products within 30 days of email notice to the relevant Seller Partner that the applicable goods are available for collection, then ownership of the relevant Products shall be deemed to have been transferred to Lost Universe with no charge and become available for sale by Lost Universe at its complete discretion and without any further liability whatsoever to the Seller Partner.
4.6. The Seller Partner shall hold as stock adequate volumes of the Products so that it can meet Orders from customers in a prompt manner and in accordance with the delivery timetables it has agreed and anticipates agreeing with them, in accordance with Lost Universe’s Standard Terms.
5. Seller Partner Obligations
5.1. By signing up to the Marketplace and offering for sale or requesting for such offer of sale to be made relating to its Products on the Marketplace, the Seller Partners agree to and shall respectively:
5.1.1. Only sell high-quality Products and under no circumstances shall it be involved in the proposed sale of counterfeit goods;
5.1.2. indemnify Lost Universe against any and all claims that may be made against Lost Universe whether from the licence owner or any other third party relating to the ownership and/or Intellectual Property Rights of any of the Products that are offered for sale through the Marketplace by the relevant Seller Partner. Where any Product includes and/or relates to any third party Intellectual Property Rights, whether by reference to using any trademarked or copyright material, the Seller Partner shall ensure that they have all rights and licences to use such Intellectual Property Rights in their Products and to sell such Products and Lost Universe accepts no responsibility whatsoever in relation to obtaining such consent and/or regarding any potential breach;
5.1.3. sell Products on terms which include, as a minimum, the Standard Terms;
5.1.4. supply only Products that can be delivered to the Customer within the Delivery Period stated in clause 8.5;
5.1.5. be solely responsible and bear all risk and liability for sourcing, storing, selling and delivering the Products to the Customers using reasonable skill and care and in accordance with best industry practice;
5.1.6. take full responsibility for the accuracy and detail of all Product Information, the Product Price where relevant, and all other Listing Information and in relation to each Listing;
5.1.7. indemnify Lost Universe against all Losses suffered or incurred by Lost Universe arising out of or in connection with any claims related to inaccurate, incorrect or otherwise misleading Product Information or Listing Information, including claims relating to the authenticity of the Products sold on the Marketplace;
5.1.8. ensure that it does not misrepresent the origin of the Products through any description made of the Products via the Marketplace whether contained in a Listing or otherwise;
5.1.9. use all reasonable endeavours to ensure that all Orders made in relation to the applicable Seller Partner are made free of charge. However, where a Seller Partner needs to add delivery costs they shall respectively ensure that all postage costs and additional postage costs displayed through the Marketplace are accurate;
5.1.10. ensure the Products offered for sale on the Marketplace are displayed with high quality imagery. The use of professional photographs is recommended;
5.1.11. use reasonable endeavours to respond to Order enquires with Lost Universe and/or Customers in a timely manner (immediately if possible, and no later than 24 hours from the time of latest enquiry);
5.1.12. ensure that they keep up to date with the Marketplace on a daily basis, tracking Orders, updating dispatches and Orders and responding promptly to Customer enquiries and all Lost Universe enquires that may relate to any Order, and/or requesting a return or raising any dispute;
5.1.13. ensure all recorded stock levels within the Listings are accurate (and available);
5.1.14. in relation to all Seller Partners, prepare a suitable invoice for each Order applicable to them and ensure that this is sent to the Customer (via Lost Universe) when requested;
5.1.15. ensure that, where appropriate, Products are labelled with age appropriate warnings and that where a Product should not be sold to Customers under a certain age, that the minimum age for that Product is correctly displayed in the Listing on the Marketplace;
5.1.16. not sell or attempt to sell any Prohibited Products (as detailed in Schedule 1);
5.1.17. not upload or attempt to upload any offensive or explicit images or material or otherwise breaching Lost Universe 's user policies, discrimination policies and/or general operating policies for the Marketplace in place from time to time;
5.1.18. not use the Marketplace as an advertising portal, other than in listing the Products which the applicable Seller Partner are selling and permitted to sell under these Terms of Use;
5.1.19. not encourage direct communication with the Customer, through the use of their own email address, contact numbers or social media accounts and shall only communicate with Customers via Lost Universe and through the Marketplace;
5.1.20. not to use the Marketplace to communicate with Customers with the intention of selling the Products directly to them in competition with the Marketplace;
5.1.21. comply with all relevant legislation in particular but without limitation consumer protection legislation and data protection legislation (including in the UK the provisions of the Data Protection Act 2018 and/or any applicable replacement legislation);
5.1.22. ensure that the transactions entered into with Customers are lawful in the jurisdiction(s) in which the Customers are located;
5.1.23. not export, directly or indirectly, any products in breach of any applicable laws or regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval;
5.1.24. comply with the policies of Lost Universe on matters including but not limited to international trade as the same may be notified to the Seller Partner by Lost Universe from time to time;
5.1.25. be solely responsible for the collection and payment of all taxes due in connection with the Products sold by the relevant Seller Partner via the Marketplace, including VAT (if applicable). Lost Universe shall not be responsible for collecting VAT from Customers on anyone’s behalf;
5.1.26. not sell or attempt to sell any Products which infringe the Intellectual Property Rights or any other proprietary rights of any third party; and
5.1.27. ensure all issues with regards to the Marketplace are communicated to Lost Universe via Lost Universe’s Support Centre or, if the Support Centre is not available by email to
marketplace@lostuniverse.com.
5.2. The Seller Partner shall at all times indemnify Lost Universe against all Losses suffered or incurred by Lost Universe arising out of or in connection with any claims related to a breach of any of the provisions contained within clauses 5.1.3 to 5.1.26 (inclusive).
5.3. Lost Universe shall monitor each Seller Partner’s compliance with this clause 5 and where, in Lost Universe’s sole discretion it finds that any Seller Partner is failing to comply with any of their respective duties the relevant Seller Partner may be subject to non-performance events at Lost Universes sole discretion, including (but not limited to) having their account suspended, the account banned, and/or the removal from the Marketplace of any Products (as applicable).
6. Seller Partner promotion
6.1. The Seller Partner may not include a link to, or otherwise provide the address of, or promote, its (or any third party's) website, social media channel or alternative selling channels (e.g. different marketplaces) on or via the Marketplace, the Lost Universe website, any Product or Listing, in Orders shipped that were placed by the Customer on the Marketplace, or in any other means of communication with the Customer.
6.2. The Seller Partner may not include its email address anywhere on the Lost Universe website, the Marketplace, any Product or Listing or in any other means of communication with the Customer.
6.3. The Seller Partner acknowledges and accepts that Lost Universe is a trade mark of Lost Universe Limited and no rights or licences are granted to any third party and/or Seller Partner in this respect.
6.4. The Seller Partner may not send promotional emails or catalogues or other promotional material to Customers, other than those which are branded solely as from Lost Universe or to discuss an Order for Products via Lost Universe placed on the Marketplace.
7. Security & Access
7.1. All Seller Partners acknowledge and agree that, in order to ensure smooth running of the Market Place and for general management and to ensure compliance with these Terms of Use, Lost Universe shall retain and be entitled to access all Seller Partner’s accounts and/or profiles on the Marketplace at all times at Lost Universe’s complete discretion and, during such access, to make such updates, changes and/or restrictions as Lost Universe may reasonably require in accordance with these Terms of Use.
7.2. The Seller Partner shall use its own virus protection software and shall not access, store, distribute or transmit any viruses or introduce or permit the introduction of any viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful during the course of its use of the Marketplace.
7.3. The Seller Partner must ensure its username and password logins are kept safe and not accessed by any other party. If these details are lost or accessed by any other party the Seller Partner must contact Lost Universe immediately in order to reset the lost information and for the provisions of new passwords.
7.4. We may from time to time in our sole discretion develop and update the Marketplace, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality that may have previously existed within the Marketplace. You further agree that all Updates will be subject to these Terms of Use. You agree that Lost Universe will not be liable to you or any third party for any modification, suspension, or discontinuance of the Marketplace or any part thereof.
7.5. You acknowledge and agree that, while Lost Universe will use all reasonable endeavours to ensure that the Marketplace is live and available for access to you and/or Customers, Lost Universe is unable to guarantee any uptime or that access to the Marketplace will be error free or available at any particular time, and Lost Universe shall accept no liability in relation to any downtime or lost access or functionality of the Marketplace. Lost Universe will use reasonable endeavours to provide you with prior notice in relation to any planned maintenance that may impact on the use of the Marketplace.
8. Pricing and Orders
8.1. Product Prices are the sole responsibility of the Seller Partner and should be inclusive of any applicable VAT and, unless otherwise detailed will be deemed to be so.
8.2. Each Product Price should not exceed £1,500 inclusive of tax and shipping. Product listings with Product Prices exceeding £1,500 inclusive of tax and shipping are subject to prior approval from Lost Universe and unless such prior approval is obtained such Products will be removed from the Marketplace.
8.3. The Seller Partner acknowledges and accepts that:
8.3.1. where the Seller Partner wishes to update the Product Price, the proposed update may take up to 3 Working Days to display on the Marketplace; and
8.3.2. where packaging and postage costs were not correctly inputted into the Marketplace, the Seller Partner has no right to pursue the Customer for additional payments once the Customer has placed the Order.
8.4. Subject to clause 8.5, the Seller Partners acknowledge and agree that Lost Universe may discount Products at its sole discretion but only on the basis that Lost Universe shall not apply any such discounts unreasonably and that any price reductions actioned by Lost Universe unilaterally under this clause will not affect the amount that the relevant Seller Partner would have received for the sale of the applicable Product prior to the reduction in the Product Price effected by Lost Universe under this clause and the Platform Fee, Listing Fee, and/or Payment Processing Fee (as applicable) payable to Lost Universe in relation to that applicable Product under clause 10 shall be adjusted accordingly.
8.5. Lost Universe may, from time to time, create and run onsite discounts and promotions via the Marketplace in relation to particular products or product lines (Promotions). Lost Universe may invite and encourage Seller Partners to participate in such Promotions and where such Seller Partners agree to take part in such Promotions the Product Price and/or the applicable Platform Fee, Listing Fee, and/or Payment Processing Fee (as applicable) shall be adjusted depending on the agreed Promotion and as agreed from time to time between Lost Universe and the applicable Seller Partner..
8.6. Once the Seller Partner has received an Order through the Marketplace, the relevant Seller Partner is obliged to fulfil and ensure delivery of the Customer Order as soon as reasonably practicable and within 30 days of the Order being received (Delivery Period).
8.7. Orders must be dispatched within 10 (ten) Working Days of being received.
8.8. The Seller Partner must notify the Customer promptly via Lost Universe and if applicable through the Marketplace at each of the following stages::
8.8.1. Confirmation of the Order;
8.8.2. dispatch of any ordered Product; and
8.8.3. any enquiries relating to the Order or delivery
8.9. The Seller Partner acknowledges and agrees that Lost Universe reserves the right to refund the Customer's payment for an Order if the relevant Seller Partner doesn't meet the Delivery Period for handling the applicable Order as detailed above, or if the Customer raises a dispute relating to delay, and Lost Universe resolves the matter directly with the Seller Partner.
8.10. The Seller Partner only accepts a Customer Order on dispatching of the relevant Product to the Customer. For the avoidance of doubt, the debiting of a payment card shall not constitute acceptance of an Order. Where a Product is not marked as dispatched within 10 days of the Order being made, Lost Universe ill treat the Order as not having been accepted.
8.11. Where a Seller Partner has not accepted an Order as described in 8.9 or where the Seller Partner has rejected or deemed to have rejected an Order, Lost Universe shall be entitled to procure the refund of the Customer's payment for that Order.
9. Delivery of Products
9.1. If additional packaging and postage costs apply to the Seller Partner's Products, the relevant Seller Partner is responsible for ensuring that these costs are considered on their Listing and in the Product Price (if applicable).
9.2. Once an Order is made the Seller Partner must ensure they send such Products according to the postage/shipping method selected by the Customer, or better. The Seller Partner is responsible for the shipping and shall at all times remain liable for any losses in the post or delivery method including any non-delivery, mis-delivery, late delivery, theft or other error or mistake in connection with Products ordered through the Marketplace.
9.3. The Seller Partner must ensure that the Product is packaged in a professional manner suitable for the relevant goods and must ensure a printed version of the invoice for the Customer is inserted into the packaging. The packaging must be appropriate for the relevant goods (for example, without limitation, delicate items should be wrapped in bubble packaging).
9.4. The Seller Partner must ensure that all customs and import duties are to be pre-paid for Products being delivered to addresses within the UK. The Customer is not responsible for the customs and import duties: the price shown for Products on the Marketplace (along with any applicable delivery charges) is the price the Customer pays.
10. Fees and Payment
10.1. All Orders placed by Customers through the Marketplace shall be fulfilled by the relevant Seller Partner, unless otherwise approved by Lost Universe in advance and in accordance with the provisions of these Terms of Use.
10.2. The Seller Partner shall pay to Lost Universe the Listing Fee for each relevant Product immediately at the point of Listing to such account as is designated by Lost Universe from time to time.
10.3. Where an Order is made for Products and accepted by the relevant Seller Partner, the Seller Partner shall pay to Lost Universe:
10.3.1. the Platform Fee; and
10.3.2. the Listing Fee, where payment has not already been made in accordance with clause 10.2; and
10.3.3. the Payment Processing Fee,
such payments to be made in accordance with these Terms of Use.
10.4. Payment received from Customers shall be processed by Lost Universe’s third-party payment service provider (as selected and in place from time to time) and shall be sought at the time of Order. Payments for Orders completed are to be paid to the Seller Partner in arrears and only following the expiry of the possible returns date for the applicable Product, and at all times less all of the fees payable to Lost Universe under clauses 10.2, clause 10.2 and/or any other deductions permitted in accordance with these Terms of Use.
10.5. Once the Customer has submitted their Order through the Marketplace, funds are taken from the Customer and held by Lost Universe’s third-party payment service providers, until the Order is recorded as received/accepted by the Customer and following the expiry of the possible returns date for the applicable Product. Only once the expiry of the possible returns date for the applicable Product will the funds be released from Lost Universe’s third-party payment service providers to Lost Universe and, in turn, the Seller Partner in accordance with this clause 10.
10.6. The Seller Partner hereby appoints Lost Universe as its payment processing agent for the purposes of managing payments from Customers and making any necessary refunds on behalf of the Seller Partner in line with these Terms of Use.
10.7. Subject to clause 10.8 and clause 12, Lost Universe shall, following the expiry of the possible returns date for the applicable Product and subject to receipt of cleared funds, pay the Seller Partner on a weekly basis all payments against Orders made by Customers for the relevant Product(s) that have been recorded as dispatched in accordance with clause 10.5 less all fees payable to Lost Universe under clauses 10.2, clause 10.2 and/or any other deductions permitted in accordance with these Terms of Use (Deductions). Such Deductions shall be paid from Lost Universe’s third-party payment service provider (as selected and in place from time to time) to Lost Universe and the Seller Partner acknowledges and agrees that such third-party payment service provider (as selected and in place from time to time) shall be entitled to rely and act upon instructions from Lost Universe in accordance with this clause 10.
10.8. Lost Universe reserves the right to change the Platform Fee or any other fees payable by the Seller Partner to Lost Universe upon providing the Seller Partner with 30 days' prior written notice.
10.9. Each party shall pay interest on any sum due under this agreement, calculated as follows:
10.9.1. Rate. 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
10.9.2. Period. From when the overdue sum became due, until it is paid (both before and after judgement).
11. Intellectual Property Rights Warranty And Indemnity
11.1. The Seller Partner must at all times comply with and abide by the terms of the Intellectual Property Policy, forming one of the Policies, in place from time to time.
11.2. The Seller Partners respectively warrants and represents to Lost Universe that the Products that they respectively offer for sale through the Marketplace are owned by and/or officially licensed to them and that it has all necessary permissions and consents required to sell the relevant Products.
11.3. The Seller Partner respectively further warrants and represents that any data, information (for example Listing Information), photographs, logos and images it publishes or requests for publishing on the Marketplace and the use of any such materials by Lost Universe pursuant to these Terms of Use, does not and will not infringe the Intellectual Property Rights of any third party and that there is and will be no claim against Lost Universe or the Seller Partner by any third party arising in relation to any such materials.
11.4. The Seller Partner shall respectively indemnify Lost Universe and hold Lost Universe harmless against any and all Losses arising out of or relating to any non-compliance or breach of this clause 10.9 and/or the Intellectual Property Policy forming one of the Policies, in place from time to time.
12. Product Returns and Refunds
12.1. Any requests for refunds or returns for any Product by a Customer shall be dealt with directly between Lost Universe and the Customer through the Marketplace. The Seller Partner will receive an email notification about these requests through the Marketplace. The Customer will raise a dispute if the relevant product is faulty, mis-described, damaged, not delivered or not delivered on time and the Customer can request a cancellation if they wish to exercise their rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (Regulations) within 14 (fourteen) days of the delivery of the Product.
12.2. The Seller Partner shall ensure that returns and refunds relating to Orders shall be processed in accordance with the following terms and conditions. For the purposes of this clause a Cancellable Product shall mean a Product that is capable of return and is not listed in clause 12.4.
12.3. By law, the Customer may cancel, return or obtain a refund in relation to the Products under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 within 14 (fourteen) days of the delivery of the Products. The Customer will do this by contacting Lost Universe.
12.4. However, (unless such Product is faulty) the cancellation right set out in clause 12.3 does not apply in the case of items not permitted under the Regulations (including, personalised items; items sealed for health protection or hygiene purposes which a Customer has unsealed; perishable items; audio or video recordings or computer software which a Customer has unsealed or opened after they receive them and so on) (Restricted Products).
12.5. If the Customer requests a refund for a Products (excluding any Restricted Products) within 30 days of delivery then, provided that the Customer has not used the Product and it is returned to the Seller Partner it its original packaging such refund shall be processed by Lost Universe (or Lost Universe’s third party payment provider, as updated from time to time) on behalf of the Seller Partner as soon as possible. However, where the request from the Customer relates to a Restricted Product and/or the Customer has used the Product or had it installed or removed any protective seal identified as rendering a return void the Seller Partner shall not be obligated to organise any return or refund.
12.6. If applicable, where the Product is returned direct to the relevant Seller Partner, the relevant Seller Partner must inform Lost Universe within 24 hours of receiving the relevant Product back from the Customer, so that Lost Universe can fully process the Customers refund in Shopify. If the Customer ends its contract with the Seller Partner and requires a refund because a Product is faulty or misdescribed or because they have a legal right to do so as a result of something the Seller Partner has done wrong, the Seller Partner shall pay the costs incurred by the Customer in returning the Product(s) to Lost Universe. The Seller Partner covering the return costs shall be in the form of a pre-paid returns label issued to Customers by Lost Universe Customer Service to return the relevant Products free of charge. The Seller Partner is to also refund to the Customer the full cost of the Product. The refund shall be processed by Lost Universe (as the payment processing agent) and this refund amount, plus return delivery cost (incurred by Lost Universe for providing a free returns label), will be deducted from the Seller Partners next pay out.
12.7. If the Customer ends its contract with the Seller Partner and requires a refund because a Product is faulty or misdescribed or because they have a legal right to do so as a result of something the Seller Partner has done wrong, the Seller Partner shall pay the costs incurred by the Customer in returning the Product(s) to Lost Universe. The Seller Partner covering the return costs shall be in the form of a pre-paid returns label issued to Customers by Lost Universe Customer Service to return the relevant Products free of charge. The Seller Partner is to also refund to the Customer the full cost of the Product. The refund shall be processed by Lost Universe (as the payment processing agent) and this refund amount, plus return delivery cost (incurred by Lost Universe for providing a free return label), will be deducted and offset against the Seller. Partners next payment due from Lost Universe.
12.8. The Seller Partner acknowledges that Lost Universe, in accordance with clause 10 shall retain such payment from Customers pending completion of the possible returns period under this clause 12 and, in accordance with the above returns and refunds policy, all refunds shall be processed via Lost Universe’s third party payment providers and the Seller Partner shall not issue any refunds by cheques, store credit or any other means.
13. Lost Universe Liability
13.1. References to liability in this clause include every kind of liability arising under or in connection with these Terms of Use including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.2. Nothing in these Terms of Use limits or excludes Lost Universe’s liability for:
13.2.1. death or personal injury caused by our negligence;
13.2.2. fraud or fraudulent misrepresentation; or
13.2.3. any other liability that cannot be limited or excluded by law.
13.3. Subject to clause 13.2, Lost Universe will under no circumstances be liable to any Seller Partner for:
13.3.1 any loss of profits, sales, business, or revenue;
13.3.2. loss or corruption of data, information or software;
13.3.3. loss of business opportunity;
13.3.4. loss of anticipated savings;
13.3.5. loss of goodwill; or
13.3.6. any indirect or consequential loss.
13.4. Subject to clause 13.2, Lost Universe’s total liability to a Seller Partner, for all losses arising under or in connection with these Terms of Use will in no circumstances exceed the amount of Platform Fee that Lost Universe has received from the Seller Partner’s Product sales in the preceding 12 months.
13.5. Except as expressly stated in these Terms of Use, Lost Universe do not give any representations, warranties or undertakings in relation to the Marketplace and/or its use. Any representation, condition or warranty which might be implied or incorporated into these Terms of Use by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Marketplace and/or its use are suitable for your purposes.
14. Termination or Suspension
14.1. Without limiting any of our other rights, we may terminate these Terms of Use with immediate effect by giving written notice to the Seller Partner if the Seller Partner:
14.1.1. commits a material breach of any term of these Terms of Use and (if such a breach is remediable) fail to remedy that breach within 7 days of being notified in writing to do so;
14.1.2. fail to pay any amount due under these Terms of Use on the due date for payment;
14.1.3. suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of its business; or
14.1.4. their financial position deteriorates to such an extent that in Lost Universe’s reasonable opinion its capability to adequately fulfil its obligations under these Terms of Use has been placed in jeopardy.
14.2. Without limiting Lost Universe’s other rights or remedies, Lost Universe shall have the right, where the Seller Partner are in breach of any of these Terms of Use:
14.2.1. grant the Seller Partner only restricted access to the Marketplace; and/or
14.2.2. suspend the Seller Partner’s access to the Marketplace,
such restriction or suspension to last as long as Lost Universe shall reasonably determine.
14.3. Without limiting any parties remedies, each party shall have the right to terminate these Terms of Use (and therefore access to the Marketplace) by giving the other party 30 days’ prior written notice.
14.4. Termination of these Terms of Use shall not affect any rights and remedies that have accrued as at the date of termination.
14.5. Any provision of these Terms of Use that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
15. Consequences of Termination
15.1. On termination of these Terms of Use:
15.1.1. the Seller Partner shall immediately pay to Lost Universe all outstanding Platform Fees, Listing Fees, Payment Processing Fees, fees and other costs set out under these Terms of Use and any other amounts which are properly owed to Lost Universe together with any applicable VAT;
15.1.2. the Seller Partner shall ensure that all Orders placed before termination are fulfilled and all provisions of these Terms of Use shall continue to apply in relation to such Orders;
15.1.3. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of these Terms of Use shall not be affected or prejudiced. This includes the right to claim damages in respect of any breach which existed at or before the date of termination or expiry;
15.1.4. all licences granted under these Terms of Use will expire on termination unless required for the purposes of clause 15.1.2;
14.1.5. clauses which expressly or by implication have effect after termination shall continue in full force and effect; and
14.1.6. the Seller Partner acknowledges and accepts that Lost Universe reserve the right to pass your contact details to a Customer where, on termination of these Terms of Use, there remain any issues which are unresolved with the applicable Customer.
16. Confidentiality
16.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 16.2.
16.2. Each party may disclose the other party's confidential information:
16.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 16; and
16.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
17. Events Outside Our Control
17.1. Lost Universe will not be liable or responsible for any failure to perform, or delay in performance of, any of Lost Universe’s obligations under these Terms of Use that is caused by any act or event beyond our reasonable control (Force Majeure Event).
17.2. If an Force Majeure Event takes place that affects the performance of our obligations under these Terms of Use:
17.2.1. we will contact you as soon as reasonably possible to notify you; and
17.2.2. our obligations under these Terms of Use will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event.
17.3. The Seller Partner may cancel these Terms of Use if their respective performance under the Terms of Use are affected by a Force Majeure Event which has continued for more than 3 months by providing written notice to Lost Universe.
18. Communications
18.1. References to "in writing" in these Terms of Use includes email.
18.2. Any notice or other communication given by any party to the other under or in connection with these Terms of Use must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
18.3. A notice or other communication is deemed to have been received:
18.3.1. if delivered by hand, at the time the notice is left at the proper address;
18.3.2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
18.3.3. if sent by email, at 9.00 am the next working day after transmission.
18.4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
18.5. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
19. General
19.1. Assignment and Transfer.
19.1.1. We may assign or transfer our rights and obligations under these Terms of Use to another entity but will always notify you in writing or by posting on this webpage if this happens.
19.1.2. You may only assign or transfer your rights or your obligations under these Terms of Use to another person if we agree in writing.
19.2. Variation. Any variation of these Terms of Use only has effect if it is in writing and signed by the Seller Partner and Lost Universe (or our respective authorised representatives). However, your continued right to access and use the Marketplace and any future sales of Products will be subject to Lost Universe’s most up to date Terms of Use (in place from time to time).
19.3. Waiver. If Lost Universe do not insist that you perform any of your obligations under these Terms of Use, or if we do not exercise our rights or remedies against the Seller Partner or if Lost Universe delay in doing so, that will not mean that Lost Universe have waived any rights or remedies against the Seller Partner or that the Seller Partner does not have to comply with those obligations. If Lost Universe do waive any rights or remedies, Lost Universe will only do so in writing, and that will not mean that Lost Universe will automatically waive any right or remedy related to any later default by the Seller Partner.
19.4. Severance. Each paragraph of these Terms of Use operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
19.5. Third party rights. These Terms of Use are between Lost Universe and you as a Seller Partner. No other person has any rights to enforce any of the terms.
19.6.Set off. Lost Universe may at any time, without notice to Seller Partner, set off any liability of Seller Partner to Lost Universe against any liability of Lost Universe Seller Partner, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. If the liabilities to be set off are expressed in different currencies, Lost Universe may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Lost Universe of its rights under this clause shall not limit or affect any other rights or remedies available to it under these Terms of Use or otherwise.
20. Governing law and jurisdiction.
These Terms of Use are governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with these Terms of Use to the exclusive jurisdiction of the English courts.
Schedule 1 Prohibited Products
If a product is defined as a Prohibited Product, it must not be sold on the Marketplace. Lost Universe reserves the right, in its sole discretion, to declare a product as prohibited, such discretion not to be used unreasonably.
Seller Partners deemed to violate this policy can be subject to immediate account suspension or termination.
You may not sell any of the following:
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Any product that is illegal to sell in the United Kingdom and any other location.
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Products that are not licensed to you, are unofficial or otherwise disingenuous.
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Products that are illegal in any way or contravene local rules or legislation.
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Explosives, weapons, toxins, gases, radioactive material, flammable items, explosive precursors, knives or bladed objects and related items.
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Animal parts or products and Human Remains
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Counterfeit, unauthorised or unlicensed merchandise.
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A toy not marked with the CE mark.
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A medical device.
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An electronic good not marked with the CE mark, without a plug, or which has been subject to a product safety recall.
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A Product which infringes the Intellectual Property Rights of a third party.
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Offensive and/or controversial materials, products or goods that contain explicit material and/or any products that incites or glorifies hatred or violence.
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Unauthorised or restricted chemicals including but not limited to biocides, pesticides, and detergents.
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An electronic good without a 3-pin UK plug (excluding shavers and similar electrical grooming Products).
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Medicinal products.
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Veterinary medication.
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Cosmetics, consumables (food and drink), drugs or alcohol.
If you are unsure as to whether a Product is a Prohibited Product or not, please get in touch with us to confirm prior to completing any Listing.
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