GENERAL TERMS AND CONDITIONS.

Article 1 – Definitions

1.We Say Less: We Say Less B.V., with its registered office at Waarderweg 50, 2031 BP Haarlem, the Netherlands, registered in the Dutch commercial register under Chamber of Commerce number 99254409.

2.Client: the legal entity or natural person acting in the course of a profession or business that enters into an Agreement with We Say Less, as well as anyone acting in the name and for the account of that party.

3.Parties: We Say Less and the Client together.

4.Quotation: the offer made by We Say Less to the Client for a specific assignment, including the scope, prices and conditions set out in it.

5.Agreement: any agreement between We Say Less and the Client relating to the Services, including the Quotation, these general terms and conditions and any data processing agreement.

6.Services: all work and deliveries performed by We Say Less under the Agreement, including the Implementation, making Backspace available and Content Production.

7.Implementation: the work by which We Say Less records the Client's brand and content process and configures these in Backspace, together with the material it delivers in doing so. The Quotation describes the scope and the components.

8.Backspace: the platform of We Say Less in which the Client's content process is configured and carried out.

9.Content Production: the production of material commissioned by the Client, in the form and to the extent described in the Quotation.

10.User: an employee, representative, adviser, contractor or authorised agent of the Client to whom the Client grants access to Backspace.

11.Client Data: all data, files and content that the Client or its Users create, upload, enter or transfer via Backspace, or provide to We Say Less in connection with the Services, with the exception of personal data that We Say Less processes as a controller.

12.Input: questions, data, content or information provided by or on behalf of the Client to the AI functionality of Backspace.

13.Output: the results generated on the basis of Input, including AI-generated texts, images and translations.

14.Confidential Information: all information expressly designated as confidential, as well as all information that a reasonable person would, in the circumstances, assume to be confidential.

15.Data Processing Agreement: the agreement concluded between the Parties on the processing of personal data that We Say Less processes on the Client's instructions, including the accompanying list of sub-processors.

16.Website: https://www.mybackspace.io.

Article 2 – Applicability

1.These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of We Say Less.

2.These terms and conditions apply exclusively to business clients. Mandatory provisions of consumer law do not apply, as We Say Less does not contract with consumers.

3.We Say Less attaches these terms and conditions to every Quotation. They can also be consulted on the Website.

4.We Say Less and the Client may deviate from these terms and conditions only if agreed in writing.

5.We Say Less and the Client expressly exclude the applicability of the general terms and conditions of the Client or of any third party, even where those terms state that they apply exclusively.

6.If We Say Less does not insist on strict compliance with a provision, this may not be construed as a tacit waiver of that right.

7.In the event of conflict, the following order of precedence applies: the Data Processing Agreement, the Quotation, these general terms and conditions.

Article 3 – The Services

1.We Say Less records the Client's brand and content process, configures these in Backspace and delivers material with which the Client feeds that process. The Services consist of three components:

• Implementation: one-off work by which the brand and the content process are recorded.
• Backspace: the platform in which the content process keeps running and in which the team publishes.
• Content Production: material that We Say Less produces on the Client's instructions.

2.The Implementation and Backspace are always purchased in combination. We Say Less never supplies Backspace as a stand-alone licence, self-service subscription or bare user account.

3.We Say Less may change its offering and the composition of the Services, modules and functionalities. It will inform the Client in advance, within a reasonable period, via the Website or directly. New functionalities and services purchased at a later date are also governed by these terms and conditions. If We Say Less changes the composition, the substance or the name of its services, what has been agreed in the Quotation continues to apply to Agreements already in force.

4.We Say Less performs the Services to the best of its knowledge and ability and in accordance with the standards of good workmanship. Backspace is made available with the functionalities that work at that time; We Say Less will use its best efforts to keep Backspace available, to remedy defects within a reasonable period and to support the Client in using it successfully.

Article 4 – Quotations and offers

• Quotations and offers from We Say Less are without obligation, unless expressly stated otherwise in them.
• A Quotation is valid for a maximum of 2 weeks, unless a different period is stated in it. If the Client does not accept the Quotation within that period, it lapses.
• A Quotation applies only to the assignment to which it relates and does not automatically apply to comparable follow-up assignments.
• Obvious errors or clerical mistakes in a Quotation are not binding on We Say Less.

Article 5 – Formation of the Agreement

1.The Agreement is formed when the Client signs the Quotation or confirms its agreement to the Quotation in writing.

2.Oral acceptance by the Client binds We Say Less only after the Client has confirmed it in writing.

3.Where a Quotation without obligation is accepted, We Say Less may still withdraw it within 3 days of receiving the acceptance, without the Client being able to derive any rights from this.

4.By agreeing to the Quotation, the Client accepts these general terms and conditions, including expressly Article 12 on the use of AI.

5.Amendments or additions to the Agreement are valid only after written confirmation by We Say Less.

Article 6 – Performance of the Agreement

1.We Say Less may have the agreed services performed in whole or in part by others.

2.Performance takes place in consultation and after written approval by the Client and payment of any advance.

3.Periods stated are indicative and do not constitute strict deadlines, unless expressly agreed otherwise in writing.

4.The Client ensures that We Say Less can start performance on time. If the Client fails to do so, the resulting additional costs and hours are for the Client's account.

Article 7 – Delivery and completion

1.For each assignment, the Quotation describes the results We Say Less delivers and the work involved.

2.The Client reviews what has been delivered and responds within 10 business days of delivery. If the Client does not respond within that period, what has been delivered is deemed approved and accepted. Article 23 on complaints continues to apply.

3.Days that We Say Less schedules for performance are set in consultation. If the Client cancels a scheduled day within 5 business days before the agreed date, We Say Less may charge for that day in full.

Article 8 – Backspace: right of use, accounts and Users

1.We Say Less grants the Client a non-exclusive, non-transferable and non-sublicensable right to use Backspace for the term of the Agreement. This right of use does not involve any transfer of ownership.

2.A login is personal and may not be shared. Each User creates a unique password.

3.The Client grants access to Backspace only to Users who are authorised to have it, and withdraws that access as soon as a User no longer works for or on behalf of the Client. The Client ensures that the devices its Users use to access Backspace are protected by customary security measures.

4.The Client and its Users are responsible for protecting and securing their login credentials. The Client reports loss, theft or unauthorised use to We Say Less immediately.

5.The Client is responsible for the acts and omissions of its Users as if they were its own.

6.If the Client connects its own LLM using its own API key, the costs and token consumption are for the Client's account. We Say Less is not liable for the availability, pricing, terms or functioning of that provider. If the Client obtains the LLM through We Say Less, Article 13(4) applies.

Article 9 – Backspace: term, renewal and termination

1.The Agreement for the use of Backspace takes effect on the date stated in the Quotation and is entered into for a period of twelve months.

2.The Agreement is tacitly renewed for successive periods of twelve months, unless one of the Parties gives written notice of termination no later than two months before the end of the current period.

3.Interim termination is not possible. Fees already paid are not refunded. The choice of monthly or annual invoicing does not affect the twelve-month term.

4.The fee for the Implementation is not refunded on termination, regardless of the term of the licence.

Article 10 – Support, maintenance and availability

1.We Say Less can be reached on business days from 09:00 to 17:00 by e-mail and telephone. The contact details are stated in the Quotation.

2.We Say Less carries out regular maintenance, updates and upgrades with reasonable skill and care. Where practicable, it gives at least five days' notice of maintenance that is likely to affect the availability of Backspace.

3.We Say Less gives no guarantee of a minimum availability or uptime of Backspace, unless the Parties have agreed a service level in writing.

Article 11 – Obligations of the Client

1.The Client complies with all applicable laws and regulations when using the Services, including privacy legislation and copyright law.

2.The Client is solely responsible for the Client Data and for obtaining all licences and permissions required for them.

3.The Client warrants that the Client Data do not infringe the intellectual property rights or other rights of third parties.

4.The Client does not use the Services for unlawful or unauthorised purposes, nor in breach of the terms of the platforms to which it publishes.

5.The Client grants We Say Less a non-exclusive licence to copy, store, process, adapt and transfer the Client Data to the extent reasonably necessary to perform the Agreement.

Article 12 – Use of AI

1.We Say Less uses AI in carrying out its work. This includes research and analysis, concept and copy development, image and video editing, translation, transcription, planning and internal processes.

2.The Client consents to this use of AI, including where Client data are processed in the process.

3.We Say Less uses only AI services for which the training of models on customer data is disabled.

4.The Client warrants that all Client Data and Input it provides to We Say Less or to Backspace have been obtained lawfully. The Client enters third-party material only where the source is publicly accessible and its use is expressly permitted, or where the Client holds the necessary permission or licence. The Client does not enter data obtained by automated scraping of third-party websites or services in breach of that party's terms.

5.At We Say Less there is always a human in the loop. AI output is never delivered, sent or published unchecked.

6.If the Client does not want We Say Less to use AI for the assignment or part of it, it must record this in writing before the Agreement is concluded. This may affect the price and the lead time.

7.Within Backspace, the Client itself determines, through the settings it records there, what is sent to the language model. Input and Output qualify as Client Data.

8.Output may contain inaccuracies and need not be correct, current or complete. We Say Less processes, the Client publishes. The Client is fully responsible for checking, editing, using and publishing all output from Backspace, including AI output, and for the consequences of doing so.

9.The Client is responsible for complying with the transparency obligations that rest on it in respect of AI-generated content on its own channels, including those under the AI Act (Regulation (EU) 2024/1689).

Article 13 – Prices

1.We Say Less quotes prices in euros, excluding VAT and excluding travel and accommodation costs, unless agreed otherwise in writing.

2.The fee for the Implementation is a one-off amount.

3.A licence fee applies to Backspace for the contract period referred to in Article 9, based on the amount agreed in the Quotation.

4.For the use of a language model the following applies: if the Client connects its own LLM, the costs run through its own account. If the Client obtains the LLM through We Say Less, consumption is passed on, increased by a fixed administration fee.

5.Content Production and other services are settled at a fixed project price or on the basis of hours actually spent at the applicable hourly rate, as set out in the Quotation.

6.We Say Less may adjust its rates annually. It announces an adjustment in writing at least 60 days before the effective date. If the Client does not object in writing no later than 30 days before the effective date, the adjustment is deemed accepted. If the increase exceeds 15% of the applicable rate, the Client may terminate the Agreement in writing within that objection period, with effect from the date on which the increase takes effect. An adjustment that does not exceed the rise in the consumer price index published by Statistics Netherlands (CBS) over the preceding twelve months does not give rise to a right of termination.

7.If providers of language models, hosting or other services necessary for the functioning of Backspace structurally increase their rates, We Say Less may pass that increase on to the Client, including during the term. It will substantiate the increase on request and will announce the pass-through in writing at least 30 days in advance. If this increases the licence fee by more than 15%, paragraph 6 applies.

8.We Say Less may change the prices of its services and products on the Website and in other communications at any time. This does not apply to prices agreed in an Agreement already in force; paragraphs 6 and 7 apply to those.

9.Additional work is agreed in advance in consultation and invoiced separately.

Article 14 – Invoicing and payment

1.We Say Less invoices Backspace monthly or annually in advance.

2.Content Production and other project-based assignments are invoiced as set out in the Quotation: in advance, partly in advance, or on completion.

3.The payment term is 14 days from the invoice date, unless agreed otherwise in writing. This is a strict deadline: if the Client has not paid by the last day, it is automatically in default, without any reminder or notice of default being required.

Article 15 – Consequences of late payment

1.If the Client does not pay within the agreed period, We Say Less may charge the statutory interest for commercial transactions (Section 6:119a of the Dutch Civil Code) from the day the Client is in default, with part of a month counting as a full month.

2.Where the Client is in default, it must also pay We Say Less extrajudicial collection costs and any damages.

3.The collection costs are calculated in accordance with the Dutch Decree on compensation for extrajudicial collection costs.

4.If the Client does not pay on time, We Say Less may suspend its obligations until the Client has paid. In the case of Backspace this includes suspending access to the platform.

5.If the Client refuses to cooperate in the performance of the Agreement by We Say Less, it must still pay the agreed price.

Article 16 – Cancellation and amendment of the assignment

1.A current licence period for Backspace cannot be cancelled during its term. Article 9 applies.

2.Article 7(3) applies to the rescheduling or cancellation of scheduled days.

3.The fees referred to in Article 7(3) and Article 9 are without prejudice to the right of We Say Less to compensation for the loss actually suffered.

Article 17 – Hosting, storage and security

1.Backspace runs on Laravel Cloud, in a data centre in Frankfurt, Germany. Client Data in Backspace are stored and processed within the European Union.

2.Client Data in Backspace are stored in an environment in which clients are logically separated from one another. Access controls prevent one client from gaining access to another client's data.

3.We Say Less takes appropriate technical and organisational measures to secure Client Data. Security is a best-efforts obligation. Statements on the Website about reliability and security describe that best-efforts obligation and do not constitute a guarantee.

Article 18 – Personal data

1.To the extent that We Say Less processes personal data as a controller, for example the Client's contact details, the privacy statement at www.mybackspace.io applies.

2.To the extent that We Say Less processes personal data on the Client's instructions, including the personal data of Users and personal data within Client Data, the Data Processing Agreement applies.

3.The privacy statement and the Data Processing Agreement form an integral part of the Agreement.

Article 19 – Confidentiality

1.The Parties keep confidential all Confidential Information they receive from each other and use it solely for the performance of the Agreement.

2.Client Data, brand material, strategies, concepts and the Client's unpublished content are expressly covered by the confidentiality obligation of We Say Less.

3.The Client keeps confidential all information it receives from We Say Less, as well as all information it knows or may reasonably suspect to be secret or confidential, or where it can expect that disclosure may cause harm.

4.The confidentiality obligation does not apply to information that was already public or has become public through no act of the receiving party, that is disclosed pursuant to a statutory obligation, that has been lawfully obtained from a third party without restriction, or that has been developed independently without use of the confidential information.

5.The confidentiality obligation applies for the term of the Agreement and for 3 years thereafter.

6.We Say Less may freely use the general knowledge, experience, methods and insights it gains in performing the Agreement on other assignments, provided that no Confidential Information, commercially sensitive data or data traceable to the Client are shared in doing so.

Article 20 – Publication and portfolio

1.We Say Less may use and publish the work created for the Client as portfolio and reference material, including on its Website, on social media, in presentations, in quotations and in case studies, and may name the Client and use its logo in doing so.

2.We Say Less publishes work that is not yet public only after the Client has made it public itself or has given permission to do so.

3.The Client may object in writing to the use of its name or of specific work. In that case We Say Less will not use the work, or will use it only in anonymised form.

Article 21 – Intellectual property

1.All intellectual property rights in Backspace, the underlying software and the documentation vest in We Say Less or in its licensors.

2.For the term of the Agreement, the Client receives the non-exclusive and non-transferable right of use referred to in Article 8. The Client does not copy Backspace or any part of it, does not use the platform for purposes other than those for which it is intended, and does not use Backspace, the Input or the Output to develop a competing product or service or to train language models.

3.The content the Client records within Backspace is and remains the Client's, including where We Say Less has contributed to it during configuration. We Say Less claims no rights in that content and no rights in the Output the Client generates. The Client is aware that AI-generated material may not be protected by copyright and that We Say Less does not guarantee that Output is unique or free of third-party rights.

4.The intellectual property rights in the work that We Say Less creates itself vest in We Say Less. This includes, in any event, the material it delivers as part of Content Production.

5.On payment in full, the Client obtains a perpetual, non-exclusive and transferable right to use the material from the Implementation, including outside Backspace. On payment in full, the Client obtains a right to use material from Content Production for the channels, purposes and period stated in the Quotation or, if these are not specified, for an indefinite period on the Client's own channels. Wider use or supply to third parties requires written permission and may be subject to an additional fee. Where the material contains third-party work, such as images, music or portrayed persons, the right of use applies within the limits of those licences.

Article 22 – Penalty clause

1.If the Client breaches Article 19 (confidentiality) or Article 21 (intellectual property), it forfeits to We Say Less, for each breach, an immediately payable penalty of EUR 5,000.

2.In addition, the Client forfeits 5% of that amount for each day the breach continues.

3.The penalty is payable without any notice of default or legal proceedings being required and without any loss having to have been suffered.

4.In addition to the penalty, We Say Less may claim full compensation for its loss.

Article 23 – Warranty, complaints and notice of default

1.An agreement of a service-providing nature constitutes for We Say Less an obligation to use its best efforts and not an obligation to achieve a particular result.

2.The Client reports faults and defects in Backspace by telephone or e-mail during the term of the Agreement; the periods set out in paragraph 3 do not apply to these.

3.The Client inspects what has been delivered as soon as possible. The Client reports a shortcoming by e-mail within 10 business days of discovering it and in any event within two months of delivery, describing it in as much detail as possible.

4.If no complaint is made within these periods, what has been delivered is deemed approved and accepted.

5.The warranty does not apply in the event of incorrect, careless or unsafe use of the Services by the Client or by third parties. The costs of an unfounded complaint are for the Client's account.

6.The Client draws up a notice of default in writing and ensures that it actually reaches We Say Less in time. We Say Less is thereby given a reasonable period in which to perform after all or to remedy the defect.

Article 24 – Liability of We Say Less

1.We Say Less is liable for loss suffered by the Client only where that loss is caused by intent or wilful recklessness.

2.Where We Say Less is liable, this applies only to direct loss connected with the performance of the Agreement.

3.We Say Less is not liable for indirect loss, including consequential loss, lost profit or turnover, business interruption loss, damage to reputation or goodwill, loss of or damage to data, and loss suffered by third parties.

4.The Client acknowledges that software is never entirely free of defects, errors, bugs and security vulnerabilities.

5.We Say Less is not liable for defects or loss caused directly or indirectly by an act or omission of the Client or of third parties, including external LLM providers, social media platforms, hosting providers and third-party APIs.

6.We Say Less is not liable for the content, the accuracy or the consequences of Output, nor for content the Client publishes.

7.Where We Say Less is liable under paragraph 1, that liability is limited to the amount paid out under its (professional) liability insurance. If no insurance has been taken out or no amount is paid out, liability is limited to the invoice value of the assignment to which the liability relates. In the case of continuing agreements, liability is in that case limited to the amount the Client has paid to We Say Less in the 12 months preceding the event.

Article 25 – Liability and indemnity of the Client

1.If We Say Less enters into an Agreement with more than one Client, each of them is jointly and severally liable for performance of the arrangements.

2.The Client indemnifies We Say Less against all third-party claims connected with the products and services supplied by We Say Less, including claims arising from Client Data, from Output and from content the Client has published.

Article 26 – Limitation period

1.Any right of the Client to compensation from We Say Less lapses 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Section 6:89 of the Dutch Civil Code.

Article 27 – Force majeure

1.In addition to Section 6:75 of the Dutch Civil Code, a failure to perform by We Say Less cannot be attributed to it where there is force majeure.

2.Force majeure includes, among other things: a state of emergency such as war or natural disaster; non-performance or force majeure on the part of suppliers, hosting providers, LLM providers, platforms or delivery services; failures of or changes to third-party APIs and platforms; power, electricity, internet, computer or telecommunications failures; cyberattacks and computer viruses; strikes and work stoppages; government measures; transport problems; and adverse weather conditions.

3.Where a force majeure situation occurs, the obligations concerned are suspended until We Say Less is able to perform. The affected party informs the other party of this in writing as soon as possible.

4.If a force majeure situation lasts longer than 14 calendar days, the Parties will consult on adjusting the Agreement, including the scope of the Services, the lead time and the fees. If the Parties do not reach agreement within 14 calendar days of the start of that consultation, paragraph 5 applies once the period referred to in it has expired.

5.If a force majeure situation lasts at least 30 calendar days, both the Client and We Say Less may rescind the Agreement in whole or in part in writing.

6.In a force majeure situation, We Say Less owes the Client no compensation, including where it derives a benefit from the situation.

Article 28 – Rescission and early termination

1.The Client may rescind the Agreement where We Say Less is in attributable breach of its obligations, unless the breach does not justify rescission. Where performance is still possible, rescission may take place only after We Say Less has been given written notice of default and a reasonable period in which to perform after all.

2.We Say Less may rescind the Agreement where the Client does not perform its obligations in full or on time, or where We Say Less has become aware of circumstances giving it good grounds to believe that the Client will not perform its obligations.

3.We Say Less may terminate the Agreement with immediate effect and suspend or deactivate access to Backspace where:

• the Client's details prove to be incorrect, inaccurate or out of date;
• We Say Less establishes, or has good grounds to suspect, that the Client is using the Services for unauthorised purposes;
• the Client breaches these general terms and conditions;
• the Agreement proves to be based on incorrect information;
• the Client does not pay outstanding invoices on time and in full;
• the Client is in liquidation or bankruptcy, is subject to attachment, or has been granted suspension of payments.

4.On termination under paragraph 3, amounts already paid are not refunded and all outstanding claims become immediately due and payable.

Article 29 – Consequences of termination

1.On the end of the Agreement, the right to use Backspace ends and access for the Client and its Users lapses.

2.We Say Less transfers the Client Data to the Client. It sets a period for this on termination and aims to complete the transfer within 30 days of the end date. The actual period depends on the volume of the data and the moment of termination.

3.After the transfer, We Say Less deletes the Client Data within 30 days, unless a statutory retention obligation prevents this.

4.If the Client does not cooperate in the transfer within the period set, We Say Less may delete the Client Data after that period has expired.

5.Provisions which by their nature are intended to survive the end of the Agreement, including confidentiality, intellectual property, liability, indemnity and governing law, remain in force.

Article 30 – Amendment of the Agreement and of these terms and conditions

1.Where it is necessary for performance to amend the Agreement, the Parties will adjust it in consultation.

2.We Say Less may amend these general terms and conditions. It may implement amendments of minor importance at any time.

3.We Say Less will discuss substantial amendments with the Client in advance as far as possible and will announce them in writing at least 30 days before the effective date.

4.In the event of a substantial amendment, the Client may terminate the Agreement in writing with effect from the date on which the amendment takes effect.

Article 31 – Transfer of rights

1.The Client may not transfer any rights under an Agreement with We Say Less to others without the written permission of We Say Less.

2.This provision has effect under property law within the meaning of Section 3:83(2) of the Dutch Civil Code.

Article 32 – Consequences of nullity or voidability

1.If one or more provisions of these general terms and conditions prove to be null and void or voidable, this does not affect the remaining provisions.

2.A null and void or voidable provision is replaced by a provision that most closely reflects what We Say Less had in mind on that point when drawing up these terms and conditions.

Article 33 – Governing law and competent court

1.These general terms and conditions and every Agreement between the Client and We Say Less are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales Convention) is excluded.

2.Disputes are submitted exclusively to the competent court of the District Court of Noord-Holland, Haarlem location, unless the law provides otherwise.

Last updated: August 2026