General terms and conditions of BlueMonks BV

General Terms and Conditions 2022 Introduction

Presented here are the General Terms and Conditions of BlueMonks. BlueMonks aims to be a reliable, service-oriented, and transparent company. Therefore, we strive to take into account the interests of our customers, employees, and other stakeholders to the best of our abilities. These General Terms and Conditions have been carefully compiled to achieve this goal. Article 1. Definitions

Article 1. Definitions

Agreement/Assignment: The agreement between the Customer and BlueMonks that describes the business relationship between both parties. The document outlines the scope of the Agreement, terms, and costs in accordance with the provisions of the Agreement and/or the assignment confirmation.

BlueMonks BV: The contractor, legally established and operating at Larikslaan 14, 3833AM, Leusden, registered with the Chamber of Commerce under registration number 78071666.

Client: The party entering into the Agreement with BlueMonks.

General Terms and Conditions: The terms and conditions included in this document.

Personal Data: Any information relating to an identified or identifiable natural person.

Services: All services assigned or provided by BlueMonks in connection with the Agreement or quotation.

Quotation: The formal estimation of costs for a specific assignment between BlueMonks and the Client.

Article 2. Applicability

a) These General Terms and Conditions apply to the website, all Agreements, and quotations in which BlueMonks will provide services of any kind to the Customer, even if these services are not further described in these terms.

b) These General Terms and Conditions are valid from 13-07-2020.

c) These General Terms and Conditions also apply to Agreements with BlueMonks that require the involvement of third parties by BlueMonks for their execution.

d) Deviations from these General Terms and Conditions are only valid if explicitly and in writing agreed upon. Any General Terms and Conditions or other conditions of the Customer are not valid. The applicability of such conditions is expressly rejected by BlueMonks.

e) If any provision of these general terms and conditions is null or void, the remaining provisions of these general terms and conditions shall remain in full force, and BlueMonks and the Customer shall enter into consultations to agree on new provisions to replace the null or void provisions, while preserving the purpose and intent of the null or void provision to the extent possible. In case of ambiguity regarding the interpretation or content of one or more provisions of these General Terms and Conditions, the interpretation shall be made in accordance with the spirit of these General Terms and Conditions. Matters not governed by these General Terms and Conditions shall be evaluated in accordance with the spirit of these General Terms and Conditions.

f) If BlueMonks does not insist on strict compliance with these General Terms and Conditions at all times, it does not mean that the provisions thereof are not applicable, or that BlueMonks would in any way lose the right to demand strict compliance with the provisions of these General Terms and Conditions in other cases.

g) BlueMonks is entitled to modify or supplement these General Terms and Conditions. Minor changes can be made at any time. Substantial substantive changes will be discussed with the Customer in advance.

h) The Agreement is concluded at the moment when the acceptance of the offer by the Customer has reached BlueMonks. By accepting the offer, the Customer agrees to the applicable provisions of these General Terms and Conditions and, if necessary, waives any applicable provision of their own General Terms and Conditions. Agreements will ultimately be documented in writing.

i) If modifications to the offer are made in the acceptance, contrary to the provision in the previous clause, the Agreement shall only be concluded if BlueMonks has communicated to the Customer their agreement to these deviations from the offer.

Article 3. Work

a) BlueMonks is an international boutique specializing in Financial and Economic Crime, based in the Netherlands, with a focus on all aspects of Know Your Customer (KYC) and Anti Money Laundering (AML) standards. This includes money laundering, terrorist financing, tax evasion, and other forms of Financial and Economic Crime (FEC). Regulatory bodies expect financial institutions to take measures to prevent FEC, and BlueMonks assists financial institutions in finding the best approach to do so.

BlueMonks operates in the following areas and provides services related to:

- Systematic Integrity Risk Analysis (SIRA)

- Know Your Customer (KYC)

- Customer Due Diligence (CDD)

- Ongoing due diligence Client activity monitoring

- Transaction filtering and monitoring, Client filtering

- Onboarding specialists

Article 4. Quotations and offers

a) A sent quotation or offer is valid for a period of 14 days from the date stated, unless otherwise indicated by BlueMonks.

b) If no acceptance period is specified, no rights can be derived from the quotation in any way.

c) If the Client accepts an offer, BlueMonks reserves the right to revoke the offer within 2 (two) Business Days after acceptance.

d) BlueMonks cannot be held to its quotations if the Client can reasonably understand that the quotation, or any part thereof, contains an obvious mistake or clerical error.

e) A composite quotation does not oblige BlueMonks to perform a part of the assignment at a corresponding part of the quoted price.

f) If the acceptance of the quotation deviates from the offer included in the quotation, BlueMonks is not bound by it. The Agreement will not be concluded in accordance with this deviating acceptance unless otherwise indicated by BlueMonks.

g) Offers made in the past are generally price indications and do not automatically apply to future orders.

h) The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred under the Agreement, including national/local travel and accommodation costs, unless otherwise indicated. International travel costs are not included.

Article 5. Contract duration; term of execution, passing of risk, performance

a) The Agreement between BlueMonks and the Client is entered into per assignment or for a specific period. For the assignment, it is assumed that the Agreement is in effect as long as the assignment is not completed or until one of the parties has given notice to terminate the Agreement. For agreements entered into for a specific period, the Agreement must be fully performed, except for legal possibilities of termination.

b) If the Agreement is entered into for a specific period, the duration must be expressly stated in the Agreement.

c) If the Agreement is entered into for a specific period, that period has expired, and no written termination has been given by the Client within 2 (two) months prior to the expiration of the period they wish to terminate, the Agreement will be extended for an equal period.

d) The notice period is two months for both the Client and BlueMonks unless a fixed project period has been agreed upon between the parties.

e) The Agreement must be terminated in writing by registered letter or (scanned) email.

f) In the case of an agreement for services with no fixed term agreed upon, the Client cannot terminate the Agreement unless expressly agreed upon by BlueMonks.

g) If a specific deadline or timeframe has been agreed upon or stated for the completion of certain work, it is never a strict deadline. In the event of exceeding a deadline, the Client must therefore notify BlueMonks in writing of the default. BlueMonks must be given a reasonable period to still fulfill the Agreement.

h) BlueMonks will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good professional practice, based on the state of knowledge at that time.

i) BlueMonks has the right to have certain work performed by third parties. The applicability of Articles 7:404, 7:407(2), and 7:409 of the Dutch Civil Code is expressly excluded.

j) If work is carried out by BlueMonks or third parties engaged by BlueMonks at the location of the Client or at a location designated by the Client within the scope of the assignment, the Client shall provide, free of charge, the facilities reasonably desired by those employees.

k) BlueMonks is authorized to recall personnel for training purposes during the execution of the service agreement.

l) BlueMonks is authorized to perform the Agreement in different stages and invoice the completed portion separately.

m) If the Agreement is performed in stages, BlueMonks may suspend the execution of those parts that belong to a subsequent stage until the Client has approved the results of the preceding stage in writing.

n) The Client shall ensure that all data, which BlueMonks indicates is necessary or which the Client should reasonably understand is necessary for the execution of the Agreement, is provided to BlueMonks in a timely manner. If the data necessary for the execution of the Agreement is not provided to BlueMonks in a timely manner, BlueMonks has the right to suspend the execution of the Agreement and/or charge the Client for any additional costs resulting from the delay, according to the then-current rates. The execution period does not commence until after the Client has made the data available to BlueMonks. BlueMonks is not liable for any damages of any kind resulting from BlueMonks relying on incorrect and/or incomplete data provided by the Client

Article 6. Conclusion of the Agreement

a) The Agreement is concluded at the moment the Client accepts the offer and agrees to the General Terms and Conditions of BlueMonks.

b) Agreements between BlueMonks and the Client are concluded through the internet (email) or by means of a written confirmation (letter).

c) If the Client cancels the order or terminates the Agreement without valid reason, they shall be liable for compensation in accordance with these General Terms and Conditions.

d) BlueMonks reserves the right to refuse an assignment without providing reasons.

e) BlueMonks is not bound by oral agreements unless they are confirmed in writing by BlueMonks.

f) In the case of continuing an assignment with a fixed schedule and fixed daily costs, BlueMonks is authorized to collect these costs from the Client on the last day of each month.

Article 7. Modification of the agreement

a) If during the execution of the Agreement it becomes necessary to modify or supplement it for proper implementation, the parties shall promptly and mutually agree to adjust the Agreement. If the nature, scope, or content of the Agreement is changed, whether at the request or instruction of the Client, competent authorities, etc., and as a result, the Agreement is qualitatively and/or quantitatively modified, this may have consequences for what was originally agreed upon. Consequently, the originally agreed upon amount may be increased or decreased. BlueMonks will provide a price quote to the extent possible in advance. By changing the Agreement, the originally stated completion deadline may also be altered. The Client accepts the possibility of modifying the Agreement, including changes in price and execution deadline.

b) If the Agreement is modified, BlueMonks is entitled to commence its execution only after receiving approval from the authorized person within BlueMonks and the Client has agreed to the specified price and other conditions for execution. Failure or delayed execution of the modified Agreement does not constitute a breach of contract by BlueMonks and does not entitle the Customer to terminate or cancel the Agreement.

c) If the Agreement is modified or supplemented, the completion time may be affected. BlueMonks will promptly notify the Client in such cases.

d) If the modification or addition to the Agreement has financial and/or qualitative consequences, BlueMonks will inform the Client in advance.

e) Without being in default, BlueMonks may refuse a request to modify the Agreement if it could have consequences, for example, for the work to be performed in that context, in terms of quality and/or quantity.

f) If the Client fails to fulfill its obligations in a proper manner as required by BlueMonks, the Client is liable for all damages incurred directly or indirectly by BlueMonks as a result.

g) If BlueMonks agrees with the Client on a fixed fee or price, BlueMonks is nevertheless entitled to increase this fee or price at any time without the Client being entitled to terminate the Agreement on that basis, if the price increase results from a power or obligation under the law or regulations or if it arises from other circumstances that were not reasonably foreseeable at the time the Agreement was concluded.

h) If the price increase, other than as a result of a modification to the Agreement, exceeds 10% and occurs within three months after the Agreement is concluded, only the Client who is entitled to invoke Title 5, Section 3 of Book 6 of the Dutch Civil Code may terminate the Agreement by means of a written declaration, unless BlueMonks:

- Is still willing to execute the Agreement based on the originally agreed terms;

- If the price increase arises from a power or obligation on the part of BlueMonks under the law;

- If it was stipulated that delivery will take place more than three months after the conclusion of the Agreement.

i) BlueMonks will not charge any additional costs if the modification or addition to the Agreement is a result of circumstances attributable to BlueMonks.

Article 8. Suspension, dissolution and early termination of the agreement

a) BlueMonks is authorized to suspend the performance of obligations or terminate the Agreement:

- If the Client fails to fulfill the obligations under the Agreement.

- If the Client fails to fulfill the obligations in a timely manner.

- If circumstances that have come to BlueMonks' knowledge after the conclusion of the Agreement provide reasonable grounds to fear that the Client will not fulfill the obligations.

- If the Client was requested to provide security for the fulfillment of its obligations under the Agreement at the time of concluding the Agreement, and this security is not provided or is insufficient.

- If the delay on the part of the Client makes it no longer reasonable to expect BlueMonks to fulfill the Agreement under the originally agreed conditions.

a) Furthermore, BlueMonks is authorized to terminate the Agreement if circumstances arise that render the performance of the Agreement impossible or if circumstances arise that otherwise make it unreasonable to expect BlueMonks to maintain the Agreement without modification.

b) If the Agreement is terminated, BlueMonks' claims against the Client become immediately due and payable. If BlueMonks suspends the performance of obligations, it retains its rights under the law and the Agreement.

c) If BlueMonks suspends or terminates the Agreement, BlueMonks is not obliged to compensate for any damage and costs arising therefrom in any way.

d) If the termination is attributable to the Client, BlueMonks is entitled to compensation for the direct and indirect damage incurred, including the costs.

e) If the Client fails to fulfill its obligations arising from the Agreement, and this non-performance justifies termination, BlueMonks is entitled to immediately and with immediate effect terminate the Agreement without any obligation to pay damages or compensation, while the Client, due to non-performance, is obliged to pay damages or compensation.

f) If the Agreement is terminated prematurely by BlueMonks, BlueMonks will, in consultation with the Client, ensure the transfer of the work yet to be performed to third parties, unless the termination is attributable to the Client. If the transfer of the work results in additional costs for BlueMonks, these will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless otherwise indicated by BlueMonks.

g) In the event of liquidation, (application for) suspension of payments or bankruptcy, seizure - to the extent the seizure is not lifted within three months - against the Client, debt rescheduling, or any other circumstance that prevents the Client from freely disposing of its assets, BlueMonks is free to immediately terminate the Agreement without judicial intervention or to cancel the order or Agreement without any obligation to pay damages or compensation. In such cases, the claims against the Client become immediately due and payable.

h) If BlueMonks has reasonable doubt about the Client's payment capacity, BlueMonks is entitled to suspend the execution of the work until the Client has provided security for payment. The Client is liable for the direct and indirect damages suffered by BlueMonks as a result of this delayed delivery.

i) If the Client cancels an order, whether in whole or in part, the work performed, including any costs of procurement, transportation, and delivery, as well as the labor time reserved for the execution of the Agreement, will be invoiced to the Client in full.

Article 9. Execution and delivery of orders

a) BlueMonks is aansprakelijk voor vertraging in de uitvoering van diensten, tenzij er sprake is van overmacht aan de zijde van BlueMonks. Deze aansprakelijkheid is beperkt tot maximaal de forfaitaire factuurwaarde. Bij overschrijding van een termijn dient de Klant BlueMonks derhalve schriftelijk in gebreke te stellen. BlueMonks dient daarbij een redelijke termijn te worden geboden om alsnog uitvoering te geven aan de Overeenkomst.

Article 10. Force majeure

a) BlueMonks is not obliged to fulfill any obligation towards the Client if it is hindered from doing so due to circumstances that are not attributable to its fault and for which it cannot be held accountable under the law, a legal act, or prevailing customs.

b) Force majeure, as used in these general terms and conditions, refers to, in addition to what is understood by it in the law and jurisprudence, all external causes, foreseen or unforeseen, over which BlueMonks has no control, but which prevent BlueMonks from fulfilling its obligations. This includes strikes in the company of BlueMonks or third parties, including pandemic diseases and quarantine measures. BlueMonks also has the right to invoke force majeure if the circumstance that prevents (further) performance of the Agreement occurs after BlueMonks should have fulfilled its obligation.

c) In case of force majeure, the Client must immediately notify BlueMonks in writing, stating the cause of the force majeure.

d) During the period of force majeure, BlueMonks may suspend the obligations under the Agreement. If this period exceeds two months, each party is entitled to terminate the Agreement without an obligation to compensate the other party for damages.

e) The Client has the right to cancel the order in writing after notifying BlueMonks of the occurrence of force majeure on the part of BlueMonks. Insofar as BlueMonks has already partially fulfilled its obligations under the Agreement at the time force majeure occurs, or will be able to fulfill them, and the fulfilled or to be fulfilled part has independent value, BlueMonks is entitled to separately invoice the already fulfilled or to be fulfilled part. The Client is obliged to pay this invoice as if it were a separate Agreement.

Article 11. Payment and collection costs

a) Unless expressly agreed otherwise, payment shall be made afterwards by means of an invoice sent or by bank transfer. The payment term is thirty (30) days. Payment must be made in the currency stated on the invoice, unless otherwise indicated in writing by BlueMonks. BlueMonks is entitled to invoice periodically. BlueMonks may require the Client to pay an advance of at least 30% before BlueMonks commences the execution of the Agreement. Additional work (after consultation and written confirmation) will be invoiced afterwards, with a payment term of 30 days.

b) If the Client fails to make timely payment of an invoice, the Client is automatically in default. The Client is then liable to pay interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the amount due will be calculated from the moment the Client is in default until the moment of full payment of the outstanding amount.

c) BlueMonks has the right to apply the payments made by the Client, firstly, to the costs, secondly, to the accrued interest, and finally, to the principal sum and the ongoing interest. BlueMonks can refuse an offer of payment if the Client designates a different order of allocation of the payment, without being in default. BlueMonks can refuse full repayment of the principal sum if the accrued and ongoing interest and collection costs are not paid as well.

d) The Client is never entitled to set off any amounts owed by the Client to BlueMonks. Objections to the amount of an invoice do not suspend the payment obligation. The Client, who is not entitled to the provisions of Section 6.5.3 (Articles 231 to 247 of Book 6 of the Dutch Civil Code), is also not entitled to suspend payment of an invoice for any other reason.

e) If the Client is in default or in breach of its obligations (timely performance), all reasonable costs incurred to obtain payment out of court shall be borne by the Client. The extrajudicial costs are calculated in accordance with what is customary in the Dutch debt collection practice, currently according to the calculation method prescribed by the "Besluit vergoeding buitengerechtelijke incassokosten (2012)" (Decree on extrajudicial collection costs). However, if BlueMonks has incurred higher costs for collection that were reasonably necessary, the actual costs incurred are eligible for reimbursement. Any judicial and enforcement costs incurred will also be charged to the Client. The Client is also liable to pay interest on the incurred collection costs.

Article 12. Liability

a) The liability of BlueMonks is limited to the damage that can be considered as a direct and immediate consequence of the non-performance or defective performance.

b) If BlueMonks were to be liable, such liability is limited to what is stipulated in this article.

c) If BlueMonks is liable for any damages, such liability is limited to a maximum of the invoice value of the assignment, or at least to that part of the assignment from which the liability directly arises.

d) For ongoing assignments, the liability is limited to a maximum of the invoice value for a period of 2 (two) calendar months.

e) In no event shall the liability of BlueMonks exceed the amount paid out by its insurer, plus BlueMonks' deductible.

f) BlueMonks is solely liable for direct damages and is never liable for indirect damages. Indirect damages include consequential damages, loss of profit, savings, or damages due to business or other types of disruption.

g) BlueMonks is not liable for any damages of any kind resulting from inaccurate and/or incomplete information provided by or on behalf of the Client.

h) BlueMonks is never liable for damages resulting from deficiencies in the execution of work performed by third parties or goods delivered by third parties.

i) The limitations of liability contained in these terms and conditions do not apply in case of intent or gross negligence on the part of BlueMonks and/or its employees.

j) The Client is obliged to report the damages to BlueMonks within 3 (three) months after becoming aware of them.

k) With regard to the work performed, BlueMonks undertakes to make reasonable efforts and does not guarantee specific results.

Article 13. Intellectual property

a) BlueMonks reserves the rights and powers granted to it under the Copyright Act and other intellectual property laws and regulations. BlueMonks has the right to use the knowledge gained through the performance of an Agreement for other purposes, provided that strictly confidential information of the Client is not disclosed to third parties.

Article 14. Takeover of staff

a) If the Client wishes to employ BlueMonks' seconded employees outside the Agreement with BlueMonks, or if the Client wants to have work performed in any other way, the Client must submit a written request to BlueMonks. In that case, an agreed-upon amount to be paid by the Client to BlueMonks can be determined, after which BlueMonks will provide written consent to both the Client and the respective employee.

b) If the situation described in article 14a occurs, the Client shall pay BlueMonks an amount equal to the consulting rate for three months, based on a 40-hour workweek.

c) The Client is obligated to cover at least the recruitment costs incurred by BlueMonks to recruit a replacement employee.

Article 15. Data protection

a) BlueMonks operates in accordance with the General Data Protection Regulation (GDPR) and only collects Personal Data for which it has a legal basis for processing. Both BlueMonks and the Client will comply with applicable data protection laws and regulations when processing Personal Data. The parties acknowledge that BlueMonks may process Personal Data as a data controller for the purpose of or in connection with:

- the provision of services;

applicable legal or regulatory requirements;

requests and communications from competent authorities;

administrative or financial accounting risk analysis and customer relationship purposes.

b) For more specific provisions regarding data protection, BlueMonks has prepared a privacy policy that can be accessed online on its website.

Article 16. Confidentiality and secrecy

a) BlueMonks and the Client shall ensure that all information, know-how, (personal) data, or specifications relating to the performance of the Agreement and/or the business of the other party are treated as confidential and not disclosed to third parties, unless the party from whom the information originates has given written consent. The same applies to the content of the Agreement.

b) This confidentiality obligation does not apply to information that has become generally known without a breach of a confidentiality obligation. Additionally, the confidentiality obligation does not apply if disclosure is required by law, a binding decision of the court, or by another government authority.

c) Employees and all other third parties working for BlueMonks and the Client shall also be bound by this confidentiality obligation.

Article 17. Complaints

a) Complaints regarding the services provided by BlueMonks must be communicated to BlueMonks via email or telephone within thirty (30) days from the occurrence of the complaint or within fourteen (14) days after the completion of the services, and must be accompanied by a detailed explanation.

b) If a complaint is found to be valid, BlueMonks will be given the opportunity to investigate and remedy the issue. If rectification is not feasible, BlueMonks will provide an appropriate solution.

Article 18. Applicable law

a) Unless expressly agreed otherwise, Dutch law applies to disputes arising from the Agreement.

b) Without prejudice to BlueMonks' right to submit a dispute to the competent court as provided by law, disputes between the parties will be initially submitted to the competent court in the place of establishment of BlueMonks, unless the law stipulates otherwise.

Please download the General Terms and Conditions as a PDF file here..