Terms & Conditions

Platform Terms and Conditions

Governing Brands and Freelancers

Version 1.0 | Effective Date: 01 September 2026

We Are Lance Limited | Registered in England & Wales

17252127 | Low Flask Farm, Fylingdales, Whitby, YO22 4QH

IMPORTANT NOTICE: These Terms and Conditions constitute a legally binding agreement. By registering for an account or using the Lance Platform, you confirm that you have read, understood, and agreed to be bound by these Terms in their entirety. Please read them carefully before proceeding.

PREAMBLE

These Terms and Conditions ("Terms") are entered into between We Are Lance Limited (company number 17252127), a company registered in England and Wales with its registered office at Low Flask Farm, Fylingdales, Whitby, YO22 4QH ("Lance", "we", "us", "our") and any individual or entity who accesses or uses the Lance Platform as a Brand or a Freelancer ("you", "your").

Lance operates an online managed marketplace platform that connects brands seeking creative and digital talent with skilled freelance professionals. These Terms govern all use of the Platform and all Engagements facilitated through it.

These Terms should be read alongside our Privacy Policy and any additional policies, guidelines, or supplemental terms published on the Platform from time to time, each of which is incorporated into these Terms by reference.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms, the following words and expressions shall have the meanings set out below:

"Account" the registered account created by a User to access and use the Platform.

"Affiliate" means any person that directly or indirectly Controls, is Controlled by, or is under common Control with, the relevant person, and includes such person's and its Affiliates' respective directors, officers, employees, partners, members, agents, consultants, representatives and professional advisers. "Control" means the direct or indirect power to direct the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and "Controlled" and "Controlling" shall be construed accordingly.

"Brand" any business, company, organisation, or individual acting in a commercial capacity that registers on the Platform to source and engage Freelancer services.

"Brief" a document or structured request submitted by a Brand on the Platform describing the scope, requirements, and objectives of a proposed Engagement.

"Circumvention" any act or omission, direct or indirect, by which a Brand and/or a Freelancer seek to conduct business with each other outside of or in bypass of the Platform, as further described in Clause 7.

“Connected Person” means, in relation to any person (the "Relevant Person"): (a) any Affiliate of the Relevant Person; (b) any director, officer, employee, worker, partner, member, shareholder, trustee, beneficiary, consultant, agent, representative or adviser of the Relevant Person or any of its Affiliates; (c) any spouse, civil partner, cohabitee, parent, child, sibling or other close family member of the Relevant Person, where the Relevant Person is an individual; (d) any trust, partnership, fund, joint venture, company or other entity in which the Relevant Person or any person referred to in paragraphs (a), (b) or (c) has a direct or indirect legal or beneficial interest or over which any such person exercises Control; (e) any person acting jointly, in concert with, on behalf of, or at the direction of the Relevant Person or any person referred to in paragraphs (a) to (d); and (f) any successor, permitted assign, nominee or vehicle established for the benefit of any person referred to in paragraphs (a) to (e). For the purposes of this definition, "Control" means the direct or indirect power to direct the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and "Controlled" and "Controlling" shall be construed accordingly.

"Content" any text, images, data, video, audio, code, and any other material uploaded, submitted, transmitted, or otherwise made available on or through the Platform by a User.

"Credits" the prepaid digital units of value purchased by Brands that are used to pay for Engagements on the Platform, as further described in Clause 4.

"Credit Ledger" the real-time record maintained within a Brand's Account reflecting current Credit balances, allocations, and transaction history.

"Deliverables" the work product, outputs, materials, or services to be created or provided by a Freelancer pursuant to an Engagement.

"Engagement" a project, assignment, task, or ongoing service relationship agreed between a Brand and a Freelancer through the Platform, including all associated Briefs, Proposals, and agreed terms.

"Engagement Agreement" the terms agreed between a Brand and a Freelancer for a specific Engagement, formed through the Platform's proposal and acceptance process.

"Fees" the amounts charged by Lance to Brands in exchange for Credits and/or access to the Platform, and/or the margin retained by Lance between the Brand Credit price and the Freelancer payout.

"Freelancer" any individual or entity offering creative, digital, or professional services who registers on the Platform to find and undertake Engagements.

"Intellectual Property Rights" all patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, trade names, rights in get-up, rights in goodwill, rights to sue for passing off, database rights, rights in 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 for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

"Introduction" the first occasion on which a Brand and a Freelancer become aware of each other's identity, availability, or services through or by means of the Platform, including through a Brand reviewing a Freelancer's profile or a Freelancer receiving a Brief.

"Lance Margin" the difference, if any, between the Credit value allocated by a Brand to an Engagement and the payout released to the Freelancer for that Engagement.

"Liquidated Damages" the sum specified in Clause 7.8 as a genuine pre-estimate of loss payable in the event of Circumvention.

"Platform" the Lance website, web application, mobile application, and all associated tools, dashboards, APIs, and services operated by Lance and available at www.lance.design (and any successor URL).

"Proposal" a document submitted by a Freelancer via the Platform in response to a Brief, setting out proposed scope, methodology, timeline, and Credit value.

"Restricted Period" the period commencing on the date of Introduction and ending twenty-four (24) calendar months after the later of: (a) the date of the last Engagement between the relevant Brand and Freelancer; and (b) if no Engagement was undertaken, the date of Introduction.

"Terms" these Terms and Conditions, as amended from time to time in accordance with Clause 16.

"User" any person who registers for or uses an Account on the Platform, whether as a Brand, a Freelancer, or both.

"Wallet" the account maintained within a Freelancer's Account reflecting their accumulated earnings, pending payouts, and available withdrawal balance.

1.2 Interpretation

1.2.1 References to a "clause" are to a clause of these Terms.

1.2.2 The singular includes the plural and vice versa; references to one gender include all genders.

1.2.3 References to a statute or statutory provision include all amendments, re-enactments, or extensions thereof for the time being in force.

1.2.4 The words "include", "includes", and "including" shall be construed as if followed by the words "without limitation".

1.2.5 Headings are for ease of reference only and shall not affect the interpretation of these Terms.

1.2.6 Any reference to "writing" or "written" includes email.

2. PLATFORM ROLE AND STATUS

2.1 Nature of the Platform

2.1.1 Lance is an online managed marketplace that facilitates the connection between Brands and Freelancers. Lance does not itself provide creative, design, development, or other professional services to Brands, nor does it employ Freelancers to do so on its behalf.

2.1.2 Lance acts as an intermediary service provider. The contractual relationship in respect of any Engagement is formed directly between the Brand and the Freelancer, not between either party and Lance.

2.1.3 Notwithstanding Clause 2.1.2, Lance plays an active managed role in the Platform, including curating Freelancer profiles, facilitating matching, processing payments, and providing dispute support. This managed role does not alter Lance's legal status as intermediary.

2.2 No Employment or Agency Relationship

2.2.1 Nothing in these Terms or arising from the use of the Platform shall be construed to create any relationship of employment, worker, agency, partnership, joint venture, or franchise between Lance on the one hand and any Freelancer or any Brand on the other.

2.2.2 Freelancers are independent contractors. They are solely responsible for their own tax affairs, National Insurance contributions, insurance, and legal compliance as self-employed persons.

2.2.3 Nothing in these Terms creates any agency relationship between Lance and any Brand such that Lance could bind the Brand to any contract or incur liability on the Brand's behalf.

2.3 No Guarantee of Outcomes

2.3.1 Lance does not warrant or guarantee: (a) that any Brand will find a suitable Freelancer; (b) that any Freelancer will receive Engagements; (c) the quality, timeliness, or fitness for purpose of any Deliverables; or (d) the financial viability of any User.

2.3.2 While Lance takes reasonable steps to verify Freelancer credentials and experience, Lance makes no representation as to the accuracy of any information in a Freelancer's profile and such verification does not constitute an endorsement of a Freelancer.

3. ACCOUNT REGISTRATION AND ELIGIBILITY

3.1 Eligibility

3.1.1 To register for an Account, you must: (a) if registering as a Brand, be a business, company, or individual acting in a commercial or professional capacity; (b) if registering as a Freelancer be a business, company or individual acting in a commercial or professional capacity and,if an individual be at least 18 years of age and legally authorised to work in the United Kingdom or, where applicable, in any other jurisdiction in which you are based; (c) have full legal capacity to enter into binding contracts; and (d) not have previously been suspended or permanently removed from the Platform by Lance.

3.1.2 Users that are companies or other legal entities must ensure that the individual completing registration has authority to bind that entity to these Terms and represents and warrants that the individual has full capacity and authority to bind the User to these Terms.

3.2 Registration Process

3.2.1 You must provide accurate, current, and complete information during registration and keep your Account information up to date at all times.

3.2.2 You are responsible for maintaining the confidentiality of your Account credentials and are liable for all activity conducted through your Account.

3.2.3 You must notify Lance immediately at support@lance.design if you become aware of any unauthorised use of your Account or any security breach.

3.2.4 You may not create more than one Account without Lance's prior written consent. Attempts to circumvent a suspension or ban by creating a new Account are a material breach of these Terms.

3.3 Account Verification

3.3.1 Lance reserves the right to request identity verification documents, proof of business registration, VAT numbers, bank account details, or other information from any User at any time and to suspend Account access pending completion of such verification.

3.3.2 Failure to provide requested verification within a reasonable timeframe (not less than 5 Business Days unless circumstances require otherwise) may result in suspension or termination of the Account.

3.4 Account Suspension and Termination by Lance

3.4.1 Lance reserves the right, at its sole discretion, to suspend, restrict, or permanently terminate any Account at any time, including where Lance reasonably believes that: (a) the User has breached these Terms; (b) the User has provided false or misleading information; (c) the User has engaged or attempted to engage in Circumvention; (d) continued operation of the Account poses a legal, regulatory, or reputational risk to Lance; or (e) required to do so by law or a competent authority.

3.4.2 Where practicable, Lance will provide reasonable notice of suspension and an opportunity to address the relevant concern before termination, save where the breach is a Circumvention event or involves fraud, illegal activity, or material harm.

4. CREDIT SYSTEM, PAYMENTS AND FEES

This section applies primarily to Brands. Freelancer payment terms are set out in Clause 5.

4.1 The Credit System

4.1.1 Brands access Freelancer services on the Platform by purchasing Credits. Credits are prepaid units of value redeemable against Engagement costs as described in these Terms.

4.1.2 Credits are not currency, cryptocurrency, or any form of financial instrument. Credits have no monetary value outside the Platform and cannot be transferred, sold, or assigned to any third party.

4.1.3 The Credit value allocated to any Engagement will be set out in the relevant Engagement Agreement and, where applicable, the associated Proposal.

4.2 Purchasing Credits

4.2.1 Credits may be purchased by Brands through the Platform using approved payment methods (which may include credit card, debit card, bank transfer, or other methods as made available by Lance from time to time).

4.2.2 All Credit purchases are subject to the pricing set out on the Platform at the time of purchase, which may vary depending on volume, subscription tier, or promotional pricing. Lance reserves the right to amend pricing at any time, subject to Clause 16.

4.2.3 Payment for Credits is due immediately upon purchase and is processed by Lance's third-party payment processor(s). By purchasing Credits, you authorise Lance (or its payment processor) to charge the applicable amount to your designated payment method.

4.2.4 All prices are exclusive of VAT and any other applicable taxes [and payment processing fees] unless expressly stated otherwise. You are responsible for any applicable taxes [and payment processing fees] arising from your Credit purchases.

4.3 Credit Allocation and Use

4.3.1 Credits are allocated to specific Engagements and deducted from the Brand's Credit Ledger upon: (a) confirmation of an Engagement Agreement; or (b) at such earlier or later point as specified in the relevant Engagement workflow on the Platform.

4.3.2 Lance may hold allocated Credits in escrow pending completion or milestone completion of an Engagement, as further set out in Clause 6.

4.3.3 Brands may view their Credit balance and transaction history via the Credit Ledger within their Account dashboard at any time.

4.4 Credit Expiry

4.4.1 Credits purchased on a subscription basis may be subject to expiry as specified at the time of purchase. Credits not used within the applicable expiry period will lapse and will not be refunded.

4.4.2 Credits purchased outside of a subscription basis ("Top-up Credits") will not expire unless the Brand's Account is terminated or suspended for breach of these Terms.

4.4.3 Lance will use reasonable efforts to provide notice of impending Credit expiry, but it is the Brand's responsibility to monitor their Credit Ledger.

4.5 Refund Policy

4.5.1 Credits are non-refundable once purchased, except: (a) where required by applicable consumer protection legislation; (b) where Lance cancels a confirmed Engagement through no fault of the Brand; or (c) at Lance's sole discretion in exceptional circumstances.

4.5.2 Where a refund of Credits is agreed, Lance may at its discretion issue a Credit refund to the Brand's Credit Ledger or a monetary refund to the original payment method.

4.5.3 Nothing in this Clause 4.5 affects the statutory rights of any consumer purchasing Credits, to the extent such statutory rights apply.

4.6 Lance Fees and Margin

4.6.1 Lance operates a margin-based model whereby the Credit value allocated to an Engagement may exceed the amount paid out to the Freelancer. The difference constitutes the Lance Margin and represents Lance's revenue for providing Platform services.

4.6.2 The Lance Margin applicable to any Engagement may vary and will be disclosed to the relevant parties through the Platform's Engagement workflow to the extent required by applicable law. Lance is not obliged to disclose the precise Margin to either party unless required to do so by law.

4.6.3 In addition to the Margin, Lance may charge separate platform fees, subscription fees, or service fees to Brands and/or Freelancers, as published on the Platform from time to time.

5. FREELANCER PAYMENTS AND WITHDRAWALS

This section applies primarily to Freelancers. Brand payment obligations are set out in Clause 4.

5.1 Earnings and the Wallet

5.1.1 Upon successful completion of an Engagement (or milestone, as applicable), Lance will credit the agreed Freelancer payout to the Freelancer's Wallet, subject to the provisions of this Clause 5.

5.1.2 The Freelancer payout for any Engagement will be the Credit value allocated to that Engagement less the Lance Margin, as set out in the Engagement Agreement and/or the Proposal accepted through the Platform.

5.1.3 Freelancers may view their Wallet balance, pending amounts, and transaction history via their Account dashboard at any time.

5.2 Release of Payment

5.2.1 Funds will be released to a Freelancer's Wallet upon the earlier of: (a) the Brand's confirmation of acceptance of the relevant Deliverables; or (b) automatic release after [14] calendar days from delivery, unless a Dispute has been raised in accordance with Clause 11 prior to such release.

5.2.2 Where a Brand raises a Dispute before automatic release, payment will be held pending resolution under Clause 11.

5.2.3 Lance reserves the right to delay, withhold, or reverse payment to a Freelancer's Wallet where: (a) Lance reasonably suspects fraud, money laundering, or other illegal activity; (b) the Freelancer is in breach of these Terms; (c) a Dispute is pending; (d) a Circumvention event has been identified; or (e) required by law or a competent authority.

5.3 Withdrawals

5.3.1 Freelancers may request withdrawal of cleared Wallet funds to a verified bank account at any time, subject to any minimum withdrawal threshold published on the Platform.

5.3.2 Withdrawals will be processed within [5] Business Days of a withdrawal request, subject to the completion of any applicable identity or banking verification.

5.3.3 Lance does not charge withdrawal fees for standard bank transfer withdrawals, save that the Freelancer is responsible for any charges levied by their own bank.

5.3.4 Lance will not process withdrawals to third-party accounts, cryptocurrency wallets, or accounts not registered in the Freelancer's own name.

5.4 Tax Responsibilities

5.4.1 Freelancers are solely responsible for accounting for and paying all income tax, National Insurance contributions, VAT (where applicable), and any other taxes arising from their earnings on the Platform.

5.4.2 Lance will provide Freelancers with a transaction history via the Platform to assist with their tax records. Lance does not provide tax advice, and Freelancers should obtain independent professional advice as required.

5.4.3 Lance reserves the right to withhold tax or deduct amounts from Freelancer payouts where required to do so by applicable law or HMRC guidance.

5.5 Platform Service Fee

5.5.1 Lance may charge a service fee to Freelancers on earnings from Engagements. The applicable service fee rate will be clearly communicated to Freelancers via their Account settings and/or the Engagement Agreement at the time of the relevant Engagement.

5.5.2 Lance reserves the right to amend the Freelancer service fee rate, subject to providing reasonable notice in accordance with Clause 16.

6. ENGAGEMENT TERMS

6.1 Formation of an Engagement

6.1.1 An Engagement is formed when: (a) a Brand submits a Brief; (b) a Freelancer submits a Proposal in response; and (c) the Brand accepts the Proposal through the Platform's designated acceptance mechanism. Acceptance constitutes a binding Engagement Agreement between the Brand and the Freelancer.

6.1.2 All stages of the Engagement formation process — including Brief submission, Proposals, negotiations, amendments, and acceptance — must take place through the Platform. Communications or agreements formed outside the Platform in relation to an Engagement are not recognised by Lance and may constitute Circumvention.

6.1.3 The Engagement Agreement shall incorporate: (a) the accepted Proposal; (b) any scope, timeline, and milestone details agreed through the Platform; and (c) these Terms.

6.2 Project Delivery

6.2.1 Freelancers must deliver Deliverables in accordance with the scope, quality standard, and timeline set out in the Engagement Agreement.

6.2.2 Brands must provide timely feedback, approvals, and any necessary materials or access required to enable the Freelancer to perform the Engagement.

6.2.3 Where the Engagement is broken into milestones, Credits will be allocated and released on a per-milestone basis as specified in the Engagement Agreement.

6.2.4 Revisions, additional deliverables, or scope changes must be agreed through the Platform and may require Credit re-allocation.

6.3 Cancellation

6.3.1 A Brand may cancel an Engagement prior to a Freelancer commencing substantive work and receive a Credit refund, subject to any applicable cancellation fee as notified via the Platform.

6.3.2 Where a Brand cancels an Engagement after the Freelancer has commenced work, the Brand may be liable for a pro-rated payment to the Freelancer reflecting work completed, as reasonably determined by Lance.

6.3.3 A Freelancer who cancels an Engagement without reasonable cause may be subject to account restrictions and/or negative feedback, and may forfeit any payment for incomplete work.

6.4 Responsibility for Quality and Compliance

6.4.1 Freelancers are solely responsible for the quality, accuracy, and legality of the Deliverables they provide, and warrant that such Deliverables: (a) are original; (b) do not infringe the Intellectual Property Rights of any third party; (c) comply with all applicable laws and regulations; and (d) do not contain defamatory, offensive, or unlawful content.

6.4.2 Brands are responsible for ensuring that any Brief, materials, or instructions provided to a Freelancer do not infringe third-party rights or require the Freelancer to act unlawfully.

7. NON-CIRCUMVENTION AND NON-SOLICITATION

THIS CLAUSE IS FUNDAMENTAL TO THESE TERMS. BREACH MAY RESULT IN SIGNIFICANT FINANCIAL LIABILITY AND/OR PERMANENT ACCOUNT TERMINATION. BOTH BRANDS AND FREELANCERS MUST READ THIS CLAUSE IN FULL.

7.1 Purpose

7.1.1 Lance invests significant resources in recruiting, vetting, and onboarding Freelancers, and in developing the Platform as a secure, managed environment for Engagements. The non-circumvention obligations in this Clause 7 are a fundamental term of these Terms and are necessary to protect Lance's legitimate business interests.

7.1.2 Each User acknowledges and agrees that the non-circumvention restrictions in this Clause 7 are reasonable, necessary, and proportionate in all the circumstances.

7.2 Core Non-Circumvention Obligation

7.2.1 For the duration of the Restricted Period, and whether acting directly or indirectly, a Brand and a Freelancer (or any of their respective Connected Persons) who have been Introduced to each other via the Platform must not, without Lance's prior written consent:

(a) enter into any commercial arrangement, contract, or agreement with each other in respect of any services, work, or deliverables of a type capable of being offered on the Platform, except through the Platform;

(b) solicit, hire, engage, retain, or otherwise work with each other or any of their respective Connected Persons on a professional basis outside of the Platform;

(c) facilitate or participate in any arrangement through which a third party engages the Freelancer (or a Connected Person of the Freelancer) on behalf of, or at the direction or request of, the Brand (or vice versa) in a manner that substitutes for or bypasses the Platform;

(d) structure or restructure a commercial relationship between them or any Connected Person thereof in a manner designed to avoid using the Platform or paying Lance's Fees or Margin.

7.3 Examples of Circumvention

Without limiting the generality of Clause 7.2, the following shall constitute Circumvention for the purposes of these Terms:

7.3.1 A Brand directly contacting a Freelancer (via email, phone, WhatsApp, LinkedIn, social media, or any other channel) and commissioning work for payment outside the Platform.

7.3.2 A Freelancer agreeing to perform work for a Brand introduced through the Platform by means of a separate contract, invoicing arrangement, or handshake agreement.

7.3.3 Either party referring the other to a third party (e.g. a sub-agency, holding company, personal services company, or associate) for the purpose of conducting work that would otherwise be conducted through the Platform.

7.3.4 Either party creating or using a shell company, intermediary, or personal services vehicle to engage with the other party outside of the Platform.

7.3.5 A Brand directly employing a Freelancer within the Restricted Period, other than through Lance's explicit facilitation and written consent, where such employment arises from or is substantially influenced by the Introduction.

7.4 Platform-Exclusive Communication Obligation

7.4.1 All discussions, negotiations, scoping conversations, and agreements relating to potential or ongoing Engagements must take place through the Platform's messaging and workflow tools.

7.4.2 Contact details (including personal email addresses, phone numbers, and social media handles) shared through the Platform for the purposes of an Engagement must not be used to solicit or arrange off-platform work during the Restricted Period.

7.4.3 Where contact details are shared for legitimate Platform-related purposes (e.g. file transfers, conference calls), they must not be used to circumvent these Terms.

7.5 Disclosure and Reporting Obligation

7.5.1 Both Brands and Freelancers are under an active obligation to report any approach, suggestion, or request from the other party that appears to involve or facilitate Circumvention. Reports must be made to Lance promptly and in any event within 5 Business Days of the approach, by email to legal@lance.design.

7.5.2 Failure to report a Circumvention approach in circumstances where the User was aware of the approach may itself constitute a breach of these Terms.

7.5.3 Lance will treat all reports in confidence and will investigate them promptly.

7.6 Permitted Engagement Outside the Platform

7.6.1 A Brand may engage a Freelancer outside the Platform only if it has obtained Lance's prior written consent and paid the applicable Buyout Fee (as defined in Clause 7.9).

7.6.2 Lance may grant or withhold such consent at its absolute discretion.

7.7 Immediate Consequences of Circumvention

7.7.1 Upon Lance identifying or being notified of a suspected Circumvention event, Lance may immediately: (a) suspend the Accounts of the relevant Brand and/or Freelancer pending investigation; (b) freeze any Credits or Wallet funds held on the Platform; and (c) commence a Dispute process under Clause 11.

7.7.2 Lance's decision following investigation may include permanent termination of the Accounts of the parties involved.

7.8 Liquidated Damages for Circumvention

7.8.1 The parties acknowledge that a breach of Clause 7.2 will cause Lance loss and damage that is inherently difficult to quantify with precision. Accordingly, each User agrees that, in the event of a proven Circumvention breach, they shall be jointly and severally liable to pay Lance the following sum as Liquidated Damages (which the parties agree is a genuine and reasonable pre-estimate of Lance's loss and not a penalty):

(a) a sum equal to 20% of the total estimated value of the off-platform commercial arrangement entered into (or, where this is not ascertainable, 20% of the total value of Engagements undertaken through the Platform between the relevant Brand and Freelancer during the 12 months preceding the Circumvention event); or

(b) a minimum sum of £5,000 (five thousand pounds sterling),

whichever is the greater.

7.8.2 The Liquidated Damages in Clause 7.8.1 are payable in addition to (and not in lieu of): (a) any Buyout Fee that would have been payable under Clause 7.9; (b) any Credits, Fees, or platform charges that would have been incurred had the Engagement been conducted through the Platform; and (c) any other legal remedies available to Lance.

7.8.3 Lance reserves the right to seek injunctive relief or other equitable remedies in addition to Liquidated Damages, without the requirement to prove actual loss.

7.9 Buyout Fee

7.9.1 Where a Brand wishes to engage a Freelancer outside the Platform on a legitimate basis (e.g. direct employment or an ongoing relationship not mediated through the Platform), the Brand must contact Lance to discuss a Buyout Fee.

7.9.2 The Buyout Fee will be agreed between Lance and the Brand in writing and will reflect Lance's loss of future revenue from that Freelancer/Brand relationship. In the absence of agreement, the Buyout Fee shall be calculated as set out in Clause 7.8.1.

7.10 Clawback

7.10.1 Where Circumvention is discovered after Credits or Wallet funds have been released, Lance reserves the right to clawback: (a) from the relevant Freelancer, any amounts paid from the Wallet in connection with the circumvented Engagement; and (b) from the relevant Brand, any Credits or monetary amounts associated with the circumvented Engagement, to the extent permitted by law.

7.10.2 Lance may offset clawback amounts against future Credits, Wallet balances, or other amounts owed by the relevant User to Lance.

7.11 Non-Solicitation of Platform Users

7.11.1 During the Restricted Period, neither Brands nor Freelancers may solicit, recruit, or encourage other Users of the Platform to provide or receive services outside of the Platform.

7.11.2 Freelancers must not use the Platform to advertise or promote their availability for work through any channel other than the Platform itself.

7.12 Survival

7.12.1 The obligations under this Clause 7 shall survive the termination or expiry of a User's Account or of these Terms for the full duration of the Restricted Period.

8. INTELLECTUAL PROPERTY

8.1 Ownership of Deliverables

8.1.1 Subject to Clause 8.3, upon full payment of all Credits allocated to a completed Engagement and their release to the Freelancer, all Intellectual Property Rights in the Deliverables created specifically for and pursuant to that Engagement shall vest in and be assigned to the Brand.

8.1.2 The Freelancer hereby assigns (by way of present and future assignment) to the Brand all such Intellectual Property Rights in the Deliverables with full title guarantee, subject to full payment having been made.

8.1.3 Where payment is withheld, disputed, or not fully made, no assignment of Intellectual Property Rights shall take effect until the relevant amounts are settled.

8.2 Moral Rights

8.2.1 To the fullest extent permitted by applicable law, the Freelancer irrevocably waives all moral rights in the Deliverables (including the right of paternity and the right of integrity under the Copyright, Designs and Patents Act 1988) in favour of the Brand.

8.3 Pre-existing Intellectual Property

8.3.1 The assignment in Clause 8.1.2 does not extend to any Intellectual Property Rights in materials, tools, frameworks, methodologies, or content that: (a) existed prior to the commencement of the Engagement ("Pre-existing IP"); or (b) are independently developed by the Freelancer outside the scope of the Engagement.

8.3.2 Where a Freelancer incorporates Pre-existing IP into Deliverables, the Freelancer grants the Brand a non-exclusive, worldwide, royalty-free, perpetual licence to use such Pre-existing IP solely as embedded in the Deliverables and for the purposes for which they were commissioned.

8.3.3 Freelancers must disclose in the relevant Proposal any material Pre-existing IP that will form part of the Deliverables.

8.4 Platform Content and Lance IP

8.4.1 All Intellectual Property Rights in the Platform, including its design, software, algorithms, curation tools, and branding, belong exclusively to Lance. No User is granted any licence to use, copy, or adapt any part of the Platform or Lance's intellectual property save as strictly necessary to use the Platform in accordance with these Terms.

8.4.2 Users must not reverse engineer, decompile, or attempt to extract source code from any part of the Platform.

8.5 User Content

8.5.1 By submitting Content to the Platform, you grant Lance a worldwide, non-exclusive, royalty-free, transferable licence to host, display, reproduce, and use such Content for the purposes of operating and promoting the Platform, including for the purposes of matching algorithms and service development.

8.5.2 You warrant that you own or have all necessary rights to submit the Content, and that the Content does not infringe any third-party Intellectual Property Rights.

9. CONFIDENTIALITY

9.1 Mutual Obligations

9.1.1 Each party (the "Receiving Party") agrees that any Confidential Information disclosed by the other party (the "Disclosing Party") in connection with the Platform or any Engagement shall be kept strictly confidential and shall not be disclosed to any third party without the Disclosing Party's prior written consent.

9.1.2 "Confidential Information" means all information of a confidential or proprietary nature, whether technical, commercial, financial, or otherwise, that is clearly marked as confidential or which the Receiving Party ought reasonably to understand is confidential in the circumstances.

9.2 Permitted Disclosures

9.2.1 The obligations in Clause 9.1 shall not apply to information that: (a) is or becomes publicly available other than through a breach of this Clause 9; (b) was already in the Receiving Party's possession free of restriction; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) must be disclosed pursuant to law, a court order, or a regulatory authority, provided that the Receiving Party provides prompt prior written notice to the Disclosing Party where lawful to do so.

9.3 Platform Confidentiality

9.3.1 Lance's Fee structure, Margin rates, and Buyout Fee calculations are Lance's Confidential Information. Users must not disclose these to any third party.

9.3.2 Project-specific information shared between Brands and Freelancers in the course of an Engagement shall be treated as confidential to the extent it is reasonably apparent that it is proprietary.

9.4 Survival

The obligations under this Clause 9 shall survive termination or expiry of a User's Account for a period of five (5) years, save in respect of any information that constitutes a trade secret, in which case the obligation shall continue indefinitely.

10. CONDUCT AND ACCEPTABLE USE

10.1 General Obligations

All Users must comply with the following conduct standards at all times when using the Platform:

10.1.1 Use the Platform only for lawful purposes and in accordance with these Terms.

10.1.2 Treat other Users, and Lance staff, with respect and professionalism.

10.1.3 Provide accurate, complete, and up-to-date information in all profiles, Briefs, and Proposals.

10.1.4 Comply with all applicable laws, regulations, and professional standards relevant to the services being offered or procured.

10.1.5 Maintain appropriate confidentiality in respect of information received in the course of Engagements.

10.2 Prohibited Conduct

Users must not:

10.2.1 Attempt to circumvent or bypass the Platform in breach of Clause 7.

10.2.2 Post, upload, or transmit any Content that is defamatory, offensive, discriminatory, harassing, illegal, or in breach of any third-party rights.

10.2.3 Impersonate any person or entity, misrepresent their identity, qualifications, or experience.

10.2.4 Introduce or transmit any virus, malware, or other harmful code through the Platform.

10.2.5 Use automated scripts, bots, scrapers, or other tools to access, extract data from, or interact with the Platform in a manner not authorised by Lance.

10.2.6 Engage in spamming, phishing, or unsolicited commercial communications via the Platform.

10.2.7 Manipulate the review, rating, or feedback system, including by offering or receiving incentives for positive reviews.

10.2.8 Use the Platform to procure or provide illegal services, including anything that would be unlawful under English law.

10.2.9 Share login credentials or allow any third party to access your Account.

10.2.10 Conduct or facilitate money laundering, tax evasion, or any other financial crime through the Platform.

10.3 Enforcement

Lance reserves the right to remove any Content, suspend or terminate any Account, and/or report any User to relevant authorities, where Lance determines (in its sole discretion) that any prohibited conduct has occurred or is suspected. Lance's determination shall be final and binding, subject to any applicable dispute resolution process.

11. DISPUTES AND RESOLUTION

11.1 Engagement Disputes

11.1.1 Where a Brand or Freelancer has a dispute regarding an Engagement (including in respect of the quality, scope, or completion of Deliverables), the parties must first attempt to resolve the matter directly through the Platform's messaging system within 5 Business Days of the dispute arising.

11.1.2 If the dispute is not resolved directly, either party may escalate it to Lance by raising a formal Dispute via the Platform's dispute resolution tool.

11.2 Lance's Role in Disputes

11.2.1 Lance will investigate escalated Disputes in good faith and may request evidence, communications, and other information from both parties.

11.2.2 Lance acts as mediator, not arbitrator, in Engagement Disputes. Lance will use reasonable endeavours to facilitate a resolution but is not responsible for the outcome.

11.2.3 Where Lance deems it necessary to make a determination regarding the release or withholding of Credits or Wallet funds pending or following a Dispute, Lance's determination shall be final and binding on both parties, subject to any right of appeal to a court of competent jurisdiction.

11.2.4 Lance reserves the right to make a final binding determination in respect of any Circumvention-related Dispute, including as to whether Liquidated Damages are payable.

11.3 Limitation on Lance's Liability in Disputes

Lance's liability in connection with Engagement Disputes is limited to the return or release of Credits or Wallet funds held on the Platform in connection with the disputed Engagement. Lance shall not be liable for any consequential loss, loss of profits, loss of opportunity, or other indirect losses arising from an Engagement Dispute.

11.4 Disputes Between Users and Lance

11.4.1 In the event of a dispute between a User and Lance, the parties agree to first attempt to resolve the matter informally by contacting Lance at legal@lance.design.

11.4.2 If the dispute is not resolved informally within 30 days, either party may pursue their legal rights as set out in Clause 17.

12. TERMINATION AND SUSPENSION

12.1 Termination by User

12.1.1 A User may close their Account at any time by following the Account closure process within their Account settings.

12.1.2 Account closure does not affect any obligations arising prior to closure, including any non-circumvention obligations under Clause 7, confidentiality obligations under Clause 9, or outstanding payment obligations.

12.1.3 On Account closure by a Brand: (a) any unallocated Credits will be forfeited unless a refund is expressly agreed by Lance; and (b) any ongoing Engagements must be concluded or formally cancelled in accordance with Clause 6.3.

12.1.4 On Account closure by a Freelancer: (a) any funds in the Freelancer's Wallet that are cleared and not subject to a Dispute will be paid out within 30 days; and (b) any ongoing Engagements must be concluded or formally cancelled.

12.2 Termination or Suspension by Lance

12.2.1 Lance may suspend or terminate a User's Account with immediate effect, without liability to the User, upon the occurrence of any of the following:

(a) a breach of these Terms (including any Circumvention event);

(b) the provision of materially false or misleading information;

(c) conduct that Lance reasonably believes poses a risk to the safety, security, or reputation of the Platform or other Users;

(d) suspected fraud, money laundering, or other criminal activity;

(e) failure to satisfy verification requirements under Clause 3.3;

(f) insolvency, bankruptcy, or appointment of an administrator or receiver; or

(g) a requirement to do so under applicable law or regulatory direction.

12.2.2 Where Lance suspends an Account, it will notify the User promptly and provide reasonable opportunity to address the relevant concern, except where immediate termination is necessary (e.g. fraud or Circumvention).

12.2.3 Lance may also terminate these Terms by giving 30 days' written notice where Lance decides to discontinue the Platform or cease operation.

12.3 Consequences of Termination

12.3.1 On termination of a User's Account (whether by the User or by Lance): (a) all licences granted to the User under these Terms will immediately cease; (b) Lance may delete the User's Content and data in accordance with its Privacy Policy; and (c) all accrued rights and obligations remain in force.

12.3.2 Clauses 7 (Non-Circumvention), 8 (Intellectual Property), 9 (Confidentiality), 7.12, 13 (Liability), 14 (Indemnities), and 17 (Governing Law) shall survive termination.

13. LIMITATION OF LIABILITY

13.1 Lance's Exclusions

13.1.1 To the fullest extent permitted by law, Lance excludes all liability for:

(a) the acts or omissions of any Freelancer or Brand, including the quality, timeliness, or legality of Deliverables;

(b) loss or damage arising from reliance on information in Freelancer profiles;

(c) any loss arising from Platform downtime, technical failure, or security breach, provided Lance has taken reasonable precautions;

(d) any indirect, special, consequential, incidental, or punitive loss, including loss of profits, revenue, data, goodwill, or opportunity; and

(e) any loss arising from Circumvention or off-platform arrangements entered into contrary to these Terms.

13.2 Cap on Liability

13.2.1 Lance's total aggregate liability to any User in connection with the Platform or these Terms, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the lesser of: (a) the total Credits purchased by the Brand (or total amounts paid out to the Freelancer) in the 6 calendar months preceding the event giving rise to liability; or (b) £10,000 (ten thousand pounds sterling).

13.3 No Exclusion of Statutory Rights

Nothing in these Terms excludes or limits Lance's liability for: (a) death or personal injury caused by Lance's negligence; (b) fraud or fraudulent misrepresentation; or (c) any other matter that cannot be excluded or limited by law.

13.4 User Warranties

13.4.1 Each User warrants that: (a) they have the legal right and capacity to enter into these Terms; (b) their use of the Platform will comply with all applicable laws; and (c) all information provided to Lance is accurate and not misleading.

13.4.2 Breach of the warranties in Clause 13.4.1 will entitle Lance to suspend or terminate the relevant Account and to claim damages in accordance with these Terms.

14. INDEMNITIES

14.1 User Indemnity

14.1.1 Each User agrees to indemnify, defend, and hold harmless Lance and its directors, officers, employees, agents, and successors from and against any claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) their use of the Platform;

(b) any Engagement conducted through or arising from the Platform;

(c) their breach of these Terms, including any Circumvention;

(d) the infringement by any Deliverable or Content of any third party's Intellectual Property Rights;

(e) their breach of applicable law, including data protection legislation; or

(f) any negligent or wilful act or omission by the User.

14.2 Freelancer Indemnity — Tax

Freelancers additionally agree to indemnify Lance against any tax, National Insurance, interest, penalties, or other liabilities assessed against Lance by HMRC or any other tax authority as a result of a reclassification of the Freelancer's status (from self-employed to employee or worker) arising from an Engagement facilitated through the Platform.

14.3 Brand Indemnity — Infringement

Brands additionally agree to indemnify Lance against any claims by third parties arising from the Brief or any instructions or materials provided by the Brand to a Freelancer via the Platform, including any claim that such Brief or materials infringe third-party Intellectual Property Rights.

15. DATA PROTECTION AND PRIVACY

15.1 Lance as Data Controller

15.1.1 Lance processes personal data in connection with the operation of the Platform. Lance is the data controller in respect of personal data collected from Users.

15.1.2 By registering for and using the Platform, each User consents to the collection, processing, and use of their personal data in accordance with Lance's Privacy Policy, available at www.lance.design.

15.2 Compliance with Data Protection Law

15.2.1 Lance processes personal data in compliance with the UK GDPR, the Data Protection Act 2018, and all applicable data protection legislation.

15.2.2 Users who, in the course of an Engagement, receive or process personal data of third parties are independently responsible for compliance with applicable data protection legislation in relation to that data.

15.3 Data Retention

Lance retains User data in accordance with its Privacy Policy. Certain data may be retained after Account closure for legal, regulatory, and dispute resolution purposes.

15.4 User Rights

Users have rights in respect of their personal data, including rights of access, rectification, erasure, restriction, portability, and objection, as set out in Lance's Privacy Policy. Requests should be directed to privacy@lance.design.

16. AMENDMENTS TO THESE TERMS

16.1 Lance reserves the right to amend these Terms at any time. Lance will provide reasonable notice of material changes by: (a) publishing an updated version of the Terms on the Platform; and (b) notifying Users by email or Platform notification.

16.2 The effective date of the amended Terms will be clearly stated. Continued use of the Platform after the effective date of any amendment constitutes acceptance of the updated Terms.

16.3 If you do not agree to any amendment, you must cease using the Platform and close your Account before the effective date of the amendment. Credits not used prior to Account closure in these circumstances may, at Lance's discretion, be refunded.

16.4 Lance will not make retrospective amendments that materially and adversely affect accrued rights without providing Users with a reasonable opportunity to object and exit the Platform.

17. GOVERNING LAW AND JURISDICTION

17.1 These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales.

17.2 Subject to Clause 11.4, the parties 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 these Terms or their subject matter or formation.

17.3 Nothing in this Clause 17 shall limit Lance's right to take proceedings to enforce Clause 7 or to obtain injunctive or other interim relief in any jurisdiction.

18. GENERAL PROVISIONS

18.1 Entire Agreement

These Terms (together with any policies, guidelines, and Engagement Agreements referenced herein) constitute the entire agreement between the parties in respect of the subject matter hereof and supersede all prior representations, negotiations, and understandings.

18.2 Severability

If any provision of these Terms is found by any court or authority of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision shall, to the extent required, be severed from these Terms, and the validity and enforceability of the remaining provisions shall not be affected. The parties agree that any invalid provision shall be replaced with an enforceable provision that, as far as possible, achieves the same commercial purpose.

18.3 Waiver

No failure or delay by Lance in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any breach of these Terms shall not constitute a waiver of any subsequent or continuing breach.

18.4 No Third-Party Rights

These Terms do not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999, save that Lance's directors, officers, and employees may rely on Clause 13 to the extent it limits or excludes their personal liability.

18.5 Assignment

18.5.1 Users may not assign, novate, or transfer any of their rights or obligations under these Terms without Lance's prior written consent.

18.5.2 Lance may assign or novate its rights and obligations under these Terms to: (a) a successor entity upon a merger, acquisition, or sale of all or substantially all of Lance's assets; or (b) an affiliate, provided that such assignment does not materially prejudice Users' rights. Lance will provide reasonable notice of any such assignment.

18.6 Notices

18.6.1 Any notice to be given by a User to Lance under these Terms must be sent by email to legal@lance.design or by first-class post to Lance's registered address.

18.6.2 Any notice from Lance to a User will be sent to the email address registered to their Account. Notices shall be deemed received: (a) by email, 24 hours after sending; and (b) by post, 48 hours after posting (if domestic first-class post).

18.7 Force Majeure

Lance shall not be liable for any failure or delay in performing its obligations under these Terms to the extent caused by a Force Majeure Event, meaning any circumstance beyond Lance's reasonable control, including acts of God, pandemic, government action, civil unrest, or failure of third-party infrastructure providers.

18.8 Language

These Terms are made in the English language. In the event of any conflict between an English version and any translated version, the English version shall prevail.

18.9 Complaints

If you have a complaint about the Platform or Lance's services, please contact us in the first instance at support@lance.design. Lance operates a complaints handling procedure, details of which are available on the Platform.

ACCEPTANCE

By creating an Account or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms and Conditions in their entirety.

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

Platform Operator: We Are Lance Limited

Registered in: England and Wales

Company Number: 17252127

Registered Address: Low Flask Farm, Fylingdales, Whitby, YO22 4QH

Contact: legal@lance.design

Version: 1.0

Effective Date: 01 September 2026

© We Are Lance Limited. All rights reserved. Unauthorised reproduction of these Terms is prohibited.