General Terms and Conditions - Hook Programs

Article 1. Definitions

In these general terms and conditions, the following is understood:

• Contractor: Job Verhaak, based in Etten-Leur, registered with the Chamber of Commerce under number 98594869, hereafter referred to as "Contractor".
• Client: The natural or legal person who has assigned a project to the Contractor.
• Services: All work, products, and services that the Contractor provides to the Client, including but not limited to software development on an hourly basis and project basis (fixed price).
• Agreement: The agreement between Client and Contractor to which these general terms and conditions apply.
• Work: The result of the assignment carried out by the Contractor, including software, documentation, designs, reports, and other materials.

Article 2. Applicability

2.1. These general terms and conditions apply to all offers, quotations, agreements, and work of the Contractor, unless agreed otherwise in writing.

2.2. Deviations from these general terms and conditions are only valid if they have been explicitly agreed in writing.

2.3. The applicability of any purchasing or other terms and conditions of the Client is explicitly rejected.

Article 3. Quote and Formation of Agreement

3.1. All quotes and offers from the Contractor are without obligation, unless explicitly stated otherwise. Quotes are valid for 30 days from the date of signing, unless indicated otherwise.

3.2. The agreement is formed at the moment the Client accepts the quote in writing or by email, or at the moment the Contractor, with the consent of the Client, starts executing the assignment.

3.3. Changes to the assignment are only binding if they have been agreed in writing.

Article 4. Execution of the Assignment

4.1. The Contractor will execute the assignment to the best of its ability, with the care of a good professional, and in accordance with applicable professional standards.

4.2. The Contractor determines the manner in which and by whom the assignment will be executed, unless agreed otherwise in writing.

4.3. The Client ensures that all data and materials, which the Contractor indicates as necessary for the execution of the assignment, are provided to the Contractor in a timely manner.

4.4. If during the execution of the assignment it appears that it is necessary to modify or supplement the work to be performed for proper execution, the parties will promptly and in mutual consultation adjust the agreement accordingly.

Article 5. Prices, Rates, and Payment

Hourly Basis

5.1.1. For work on an hourly basis, the hourly rate stated in the quote or agreement applies, excluding VAT and other government levies.

5.1.2. The Contractor keeps time records and specifies the hours worked and activities performed, which can be provided to the Client upon request.

5.1.3. Invoicing takes place monthly in arrears, unless agreed otherwise.

Project Basis (Fixed Price)

5.2.1. For assignments on a project basis, the fixed amount stated in the quote or agreement applies, excluding VAT and other government levies.

5.2.2. Payment is made in installments, linked to agreed milestones or deliveries, unless agreed otherwise.

5.2.3. Additional work will be invoiced separately at the agreed hourly rate or a subsequently agreed rate, after written confirmation by the Client.

General Payment Provisions

5.3.1. The payment term is 14 days after the invoice date, unless agreed otherwise.

5.3.2. In case of late payment, the Client is automatically in default and the Contractor is entitled to charge statutory interest and extrajudicial collection costs.

5.3.3. The Contractor is entitled to suspend the execution of the assignment in case of late payment.

Article 6. Changes and Additional Work

6.1. If the Client has additional wishes during the execution of the assignment that fall outside the original scope, this is considered additional work.

6.2. Additional work is only executed after written confirmation by the Client and will be invoiced at the agreed hourly rate or a subsequently agreed rate.

6.3. Changes to the assignment may affect the planning and the agreed price. The Contractor will inform the Client of this in a timely manner.

Article 7. Delivery, Acceptance, and Handover

Hourly Basis and Project Basis

7.1.1. The Contractor delivers the work according to the specifications and planning laid down in the agreement or quote.

7.1.2. The Client has the right to test and approve or reject the delivered work within 14 days after delivery. Any defects will be repaired within a reasonable period.

7.1.3. If the Client does not respond within the set period, the work is deemed to have been accepted.

Article 8. Warranties, Support, and Maintenance

8.1. The Contractor guarantees that the delivered work meets the agreed specifications and is free of material defects for a period of 30 days after delivery.

8.2. During the warranty period, the Contractor will repair defects free of charge, unless these are the result of improper use, changes by the Client or third parties, or external causes.

8.3. Maintenance and support after delivery are not included, unless agreed otherwise in writing in a separate agreement or Service Level Agreement (SLA).

Article 9. Liability and Insurance

9.1. The liability of the Contractor for direct damage is limited per assignment, per event, or series of related events to the amount of the agreed remuneration for the assignment (for hourly and project basis), with an absolute maximum of € 3000.

9.2. The Contractor is not liable for indirect damage, consequential damage, lost profits, lost savings, business stagnation, or damage caused by loss of data.

9.3. The limitations in this article do not apply in case of intent or gross negligence of the Contractor.

9.4. The Contractor declares that it is adequately insured against professional liability and will maintain insurance during the term of the agreement.

9.5. The Client indemnifies the Contractor against claims from third parties in connection with the execution of the assignment, unless there is intent or gross negligence of the Contractor.

9.6. If the Contractor uses open source software or third-party components in the execution of the assignment, the Contractor is not liable for defects, security issues, or license disputes that result from their use, unless there is intent or conscious recklessness.

9.7. The Client is obliged to comply with the license terms of open source software and third-party components provided and indemnifies the Contractor against claims from third parties for violation thereof.

Article 10. Confidentiality

10.1. The parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from other sources in the context of the agreement.

10.2. Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information.

10.3. The obligation of confidentiality also remains in force after termination of the agreement for a period of three years or as long as the confidential nature continues.

10.4. Exceptions to the confidentiality obligation apply if and to the extent that a party is required to disclose information on the basis of a legal provision or court order.

Article 11. Intellectual Property

11.1. All intellectual property rights on the work developed in the context of the assignment, including software, documentation, designs, and other materials, rest with the Contractor, unless agreed otherwise in writing.

11.2. Unless agreed otherwise in writing, the Contractor retains the right to use generic components, algorithms, modules, or libraries used in the development for other clients as well.

11.3. The Client, after full payment, acquires a non-exclusive, non-transferable right of use on the work for the agreed purpose.

11.4. Transfer of intellectual property rights to the Client only takes place after written agreement and full payment of the agreed remuneration.

11.5. The Contractor retains the right to use the work (or parts thereof) for its own promotion and portfolio, unless agreed otherwise in writing.

11.6. If open source or third-party software is used in the execution of the assignment, the Contractor will inform the Client about this and comply with the applicable license conditions.

11.7. The Contractor retains at all times the unlimited and inalienable right to use the knowledge, techniques, methodologies, algorithms, development practices, and other technical insights developed or applied during the execution of the assignment for its own use and for other assignments or clients. This right applies despite any specific agreements on intellectual property rights for the specific work product and is an essential condition for entering into and executing the assignment.

Article 12. Privacy and Data Protection (GDPR)

12.1. If the Contractor processes personal data on behalf of the Client in the context of the assignment, the Contractor will act as a processor within the meaning of the General Data Protection Regulation (GDPR).

12.2. The parties will conclude a processor agreement in which the rights and obligations regarding the processing of personal data are laid down.

12.3. The Contractor will take appropriate technical and organizational measures to protect personal data against loss or unlawful processing.

12.4. The Contractor will immediately report data breaches to the Client and cooperate in complying with the obligations under the GDPR.

Article 13. Force Majeure

13.1. Force majeure is understood to mean any circumstance beyond the will of the parties that temporarily or permanently prevents compliance with the agreement, including but not limited to disruptions in the telecommunications infrastructure, cyberattacks, disruptions with hosting providers, cloud services, and internet service outages, government measures, pandemics, fire, flooding, and supplier failure.

13.2. In case of force majeure, the obligations of the parties are suspended for the duration of the force majeure situation. If the force majeure lasts longer than 30 days, both parties are entitled to terminate the agreement in writing without being liable for damages.

Article 14. Termination and Cancellation

14.1. The agreement can be terminated in writing by both parties with a notice period of one month, unless agreed otherwise.

14.2. In case of early termination, the Contractor is entitled to payment for the work performed and costs incurred up to the moment of termination, increased by a reasonable compensation for already reserved capacity.

14.3. Both parties are entitled to terminate the agreement with immediate effect in case of default, bankruptcy, suspension of payment, or liquidation of the other party.

Article 15. Applicable Law and Dispute Resolution

15.1. Dutch law exclusively applies to all agreements between the Contractor and the Client.

15.2. Disputes arising from or related to the agreement will exclusively be submitted to the competent court in the district where the Contractor is established, unless the parties have agreed in writing to arbitration or mediation.

15.3. In deviation from the above, the parties may agree to attempt to resolve disputes in the first instance by means of mediation.

Article 16. Communication

16.1. All communication with the Contractor must be in writing by email.

16.2. Oral agreements, commitments, or changes are not binding unless they have been confirmed in writing by the Contractor.

Article 17. Final Provisions

17.1. If a provision of these general terms and conditions is null and void or annulled, the other provisions remain fully in force. In that case, the parties will consult to agree on a new provision that as much as possible matches the purpose and scope of the null or annulled provision.

17.2. The Contractor is entitled to amend these general terms and conditions. Amendments enter into force 30 days after written notification to the Client, unless the Client objects in writing within that period.

17.3. The most recent version of these general terms and conditions can be consulted at www.hookprograms.com/terms.

17.4. These general terms and conditions were drawn up on May 18, 2026 and enter into force on May 19, 2026.