Terms and
conditions

Introduction

Before you are the General Terms and Conditions of BlueMonks. BlueMonks aims to be a reliable, service-oriented, and transparent company. Therefore, we endeavor to take into account all interests of our clients, employees, and other stakeholders to the best of our ability. To achieve this, these General Terms and Conditions have been compiled with the greatest possible care.

Article 1. Definitions

Agreement/assignment: the Agreement between the Client and BlueMonks describing the business relationship between both parties. The letter describes the scope of the Agreement, the conditions, and the costs in accordance with the provisions of the Agreement and/or confirmation of the assignment.

BlueMonks BV: the contractor, having its registered office and place of business at Larikslaan 14, 3833AM in Leusden, registered with the Chamber of Commerce under number 78071666.

Client: the party entering into the Agreement with BlueMonks.

General Terms and Conditions: the General Terms and Conditions included in this document.

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

Work: all Work for which an assignment has been given or which is performed by BlueMonks for other reasons in connection with the Agreement or quotation.

Quotation: the formal statement of the estimated 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 under which BlueMonks will perform services of any nature for the Client, even if these services are not further described in these terms and conditions.

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

c) The present General Terms and Conditions also apply to Agreements with BlueMonks, for the execution of which BlueMonks must involve third parties.

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

e) If any provision of these general terms and conditions is void or annulled, the remaining provisions of these general terms and conditions shall remain in full force and effect, and BlueMonks and the Client shall enter into consultations to agree on new provisions to replace the void or annulled provisions, taking into account as much as possible the purpose and intent of the void or annulled provision. If there is uncertainty regarding the interpretation or content of one or more provisions of these General Terms and Conditions, the interpretation must take place in the spirit of these General Terms and Conditions. Situations not regulated in these General Terms and Conditions must be assessed in the spirit of these General Terms and Conditions.

f) If BlueMonks does not always require strict compliance with these General Terms and Conditions, this does not mean that the provisions thereof do not apply, or that BlueMonks would lose the right to any extent to require strict compliance with the provisions of these General Terms and Conditions in other cases.

g) BlueMonks is entitled to change or supplement these General Terms and Conditions. Changes of minor importance can be implemented at any time. Significant substantive changes will be discussed with the Client in advance.

h) The Agreement is concluded at the moment that the acceptance of the offer by the Client has reached BlueMonks. By accepting the offer, the Client agrees to the applicable provision of these General Terms and Conditions and, if necessary, waives an applicable provision of their own General Terms and Conditions. Agreements are ultimately recorded in writing.

i) If changes to the offer are made in the acceptance, in deviation from the provisions of the previous paragraph, the Agreement is only concluded if BlueMonks has informed the Client that it agrees to these deviations from the offer.

Article 3. Activities

a) BlueMonks is an International Financial and Economic crime boutique 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 FEC (Financial Economic Crime). Regulators expect financial institutions to take measures to prevent FEC, and BlueMonks helps financial institutions find the best approach to do so.

BlueMonks is active in the following areas and offers 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 14 days after the date, unless BlueMonks indicates otherwise.

b) If no acceptance period has been set, 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 a part thereof, contains an obvious mistake or clerical error.

e) A composite price quote does not oblige BlueMonks to perform a part of the assignment for a corresponding part of the stated 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 then not be concluded in accordance with this deviating acceptance, unless BlueMonks indicates otherwise.

g) Offers made in the past are in principle 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 in the context of the Agreement, including national/local travel and accommodation costs, unless otherwise indicated. International travel costs are not included.

Article 5. Contract duration, execution period, transfer of risk, execution

a) The Agreement between BlueMonks and the Client is entered into per assignment or for a specific period. For the assignment, the following applies: as long as the assignment has not been completed, or as long as one of the parties has not terminated the Agreement, it is assumed that the Agreement is in force. For agreements entered into for a specific period, the Agreement must be fully performed, with the exception of the legal possibilities for dissolution.

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

c) If the Agreement has been entered into for a specific period, this period has expired, and no written notice of termination has been given by the Client up to 2 (two) months before the expiry of the period they wish to terminate, the Agreement will be extended by the same 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 by (scanned) e-mail.

f) In the case of a service agreement in which no specific term has been agreed upon, the Client cannot terminate the Agreement, except with the express consent of BlueMonks.

g) If a period has been agreed upon or specified for the execution of certain work, this is never a strict deadline. In the event of a period being exceeded, the Client must therefore give BlueMonks written notice of default. BlueMonks must be offered a reasonable period to still execute the Agreement.

h) BlueMonks will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. This is based on the state of science known at that time.

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

j) If work is performed by BlueMonks or by third parties engaged by BlueMonks in the context of the assignment at the Client’s location or a location designated by the Client, the Client shall provide the facilities reasonably desired by those employees free of charge.

k) BlueMonks is entitled to recall personnel for training purposes during the execution agreement.

l) BlueMonks is entitled to execute the Agreement in different phases and to invoice the part thus executed separately.

m) If the Agreement is executed in phases, BlueMonks may suspend the execution of those parts belonging to a subsequent phase until the Client has approved the results of the preceding phase 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 required for the execution of the Agreement has not been provided to BlueMonks in time, BlueMonks has the right to suspend the execution of the Agreement and/or to charge the Client for the extra costs resulting from the delay according to the then usual rates. The execution period does not commence until after the Client has made the data available to BlueMonks. BlueMonks is not liable for damage, of whatever nature, because BlueMonks has acted on incorrect and/or incomplete data provided by the Client.

Article 6. Conclusion of the Agreement

a) The Agreement is concluded at the moment of acceptance by the Client of the offer and agreement with the General Terms and Conditions of BlueMonks.

b) Agreements between BlueMonks and the Client are concluded via the internet (e-mail) or by means of a written confirmation (letter).

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

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

e) BlueMonks is not bound by oral Agreements if these have not been confirmed in writing by BlueMonks.

f) Upon continuation of an assignment with a fixed schedule and fixed daily costs, BlueMonks is entitled to collect these costs from the Client on the last day of each month.

Article 7. Amendment of the agreement

a) If during the execution of the Agreement it appears that for a proper execution thereof it is necessary to change or supplement it, the parties will proceed to adjust the Agreement in a timely manner and in mutual consultation. If the nature, scope, or content of the Agreement is changed, whether or not at the request or instruction of the Client, the competent authorities, etc., and the Agreement is thereby changed in qualitative and/or quantitative respects, this may have consequences for what was originally agreed upon. As a result, the originally agreed amount may also be increased or decreased. BlueMonks will provide a price quote for this in advance as much as possible. Furthermore, the originally specified period of execution may be changed by an amendment to the Agreement. The Client accepts the possibility of amendment of the Agreement, including the change in price and period of execution.

b) If the Agreement is amended, BlueMonks is entitled to only execute it after approval has been given by the authorized person within BlueMonks and the Client has agreed to the price and other conditions specified for the execution. The non-execution or non-immediate execution of the amended Agreement does not constitute a breach of contract by BlueMonks and is no ground for the Client to terminate or cancel the Agreement.

c) If the Agreement is amended or supplemented, the time of completion of the execution may be affected. BlueMonks will inform the Client of this as soon as possible.

d) If the amendment to or supplementation of the Agreement has financial and/or qualitative consequences, BlueMonks will inform the Client about this in advance.

e) Without being in default, BlueMonks may refuse a request to amend the Agreement if this could have consequences in qualitative and/or quantitative respects, for example, for the work to be performed in that context.

f) If the Client should be in default in the proper fulfillment of what they are held to towards BlueMonks, the Client is liable for all damage on the part of BlueMonks directly or indirectly arising therefrom.

g) If BlueMonks agrees on a fixed fee or fixed price with the Client, BlueMonks is nevertheless at all times entitled to increase this fee or price without the Client being entitled to dissolve the Agreement for that reason in that case, if the increase in the price results from a power or obligation pursuant to law or regulations or has its cause in other circumstances that were not reasonably foreseeable at the time of entering into the Agreement.

h) If the price increase, other than as a result of an amendment to the Agreement, amounts to more than 10% and takes place within three months after the conclusion of the Agreement, only the Client who is entitled to appeal to Title 5 Section 3 of Book 6 of the Dutch Civil Code is entitled to dissolve the Agreement by means of a written statement, unless BlueMonks:

• is then still willing to execute the Agreement on the basis of the originally agreed upon terms;
• if the price increase results from a power or an obligation resting on BlueMonks pursuant to the law;
• if it has been stipulated that the delivery will take place more than three months after the conclusion of the Agreement.

i) BlueMonks will not charge any additional costs if the amendment or supplementation of the Agreement is the result of circumstances that can be attributed to BlueMonks.

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

a) BlueMonks is authorized to suspend the fulfillment of the obligations or to dissolve the Agreement

• if the Client does not fulfill the obligations under the Agreement;
• if the Client does not fulfill the obligations in a timely manner;
• if after concluding the Agreement, circumstances come to the knowledge of BlueMonks that give good reason to fear that the Client will not fulfill the obligations;
• if the Client was requested to provide security for the fulfillment of their obligations under the Agreement upon concluding the Agreement and this security is not provided or is insufficient;
• if due to the delay on the part of the Client, BlueMonks can no longer be required to fulfill the Agreement under the originally agreed conditions.

a) Furthermore, BlueMonks is authorized to dissolve the Agreement if circumstances arise which are of such a nature that fulfillment of the Agreement is impossible or if other circumstances arise which are of such a nature that unaltered maintenance of the Agreement cannot reasonably be required of BlueMonks.

b) If the Agreement is dissolved, the claims of BlueMonks on the Client are immediately due and payable. If BlueMonks suspends the fulfillment of the obligations, it retains its claims under the law and agreement.

c) If BlueMonks suspends or dissolves the Agreement, BlueMonks is in no way held to compensate for damage and costs arising therefrom in any way.

d) If the dissolution is attributable to the Client, BlueMonks is entitled to compensation for the damage, including the costs, directly and indirectly arising therefrom.

e) If the Client does not fulfill their obligations arising from the Agreement and this non-fulfillment justifies dissolution, BlueMonks is entitled to dissolve the Agreement immediately and with direct effect without any obligation on its part to pay any compensation or indemnification, while the Client, on account of breach of contract, is indeed obliged to pay compensation or indemnification.

f) If the Agreement is terminated prematurely by BlueMonks, BlueMonks will, in consultation with the Client, ensure the transfer of Work still to be performed to third parties. This is unless the termination is attributable to the Client. If the transfer of the work entails extra costs for BlueMonks, these will be charged to the Client. The Client is held to pay these costs within the period mentioned for that purpose, unless BlueMonks indicates otherwise.

g) In the event of liquidation, of (application for) suspension of payments or bankruptcy, of seizure – if and insofar as the seizure has not been lifted within three months – at the expense of the Client, of debt restructuring or another circumstance as a result of which the Client can no longer freely dispose of their assets, BlueMonks is free to terminate the Agreement immediately and with direct effect without judicial intervention or to cancel the order or Agreement, without any obligation on its part to pay any compensation or indemnification. The claims on the Client are in that case immediately due and payable.

h) In case of reasonable doubt on the part of BlueMonks regarding the payment capacity of the Client, BlueMonks is entitled to suspend the execution of the Work until the moment the Client has provided security for the payment. The Client is liable for the direct and indirect damage that BlueMonks suffers as a result of this delayed delivery.

i) If the Client cancels a placed order in whole or in part, the work performed, increased by any supply, removal, and delivery costs thereof and the labor time reserved for the execution of the Agreement, will be charged in full to the Client.

Article 9. Execution and delivery of assignments

a) BlueMonks is liable for delay in the execution of services, unless there is force majeure on the part of BlueMonks. This liability is limited to a maximum of the flat-rate invoice value. In the event of a period being exceeded, the Client must therefore give BlueMonks written notice of default. BlueMonks must be offered a reasonable period to still execute the Agreement.

Article 10. Force majeure

a) BlueMonks is not held to fulfill any obligation towards the Client if it is hindered from doing so as a result of a circumstance that is not due to its fault, and is not for its account by virtue of the law, a legal act, or generally accepted practice.

b) Force majeure in these general terms and conditions is understood to mean, in addition to what is understood in this regard in the law and jurisprudence, all external causes, foreseen or unforeseen, over which BlueMonks cannot exercise influence, but as a result of which BlueMonks is unable to fulfill its obligations. Strikes in the company of BlueMonks or of third parties, pandemic diseases, and quarantine measures are included. BlueMonks also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the Agreement occurs after BlueMonks should have fulfilled its obligation.

c) In case of force majeure, the Client must inform BlueMonks thereof in writing without delay, stating the cause of the force majeure.

d) BlueMonks can suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the Agreement, without obligation to compensate for damage to the other party.

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

Article 11. Payment and collection costs

a) Unless explicitly agreed otherwise, payment must be made afterwards by means of a sent invoice or by bank transfer. The payment term is thirty (30) days. Payment must be made in the currency in which the invoice was issued, unless otherwise indicated in writing by BlueMonks. BlueMonks is entitled to invoice periodically. BlueMonks may stipulate that the Client pays an advance of at least 30% before BlueMonks starts the execution of the Agreement. Additional work (after consultation and written confirmation) is invoiced afterwards, for which a payment term of 30 days also applies.

b) If the Client remains in default in the timely payment of an invoice, the Client is in default by operation of law. The Client is then liable for interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due and payable amount will be calculated from the moment the Client is in default until the moment of payment of the full amount due.

c) BlueMonks has the right to have the payments made by the Client serve in the first place to reduce the costs, then to reduce the interest that has fallen due, and finally to reduce the principal sum and the current interest. BlueMonks can, without being in default as a result, refuse an offer for payment if the Client designates a different order for the allocation of the payment. BlueMonks can refuse full repayment of the principal sum if the interest that has fallen due and current interest and collection costs are not also paid.

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

e) If the Client is in default or in breach in the (timely) fulfillment of their obligations, all reasonable costs to obtain satisfaction out of court are for the account of the Client. The extrajudicial costs are calculated on the basis of what is customary in Dutch collection practice, currently the calculation method according to the “Decree on compensation for extrajudicial collection costs (2012)”. However, if BlueMonks has incurred higher costs for collection that were reasonably necessary, the actual costs incurred qualify for compensation. Any judicial and execution costs incurred will also be recovered from the Client. The Client is also liable for interest on the collection costs due.

Article 12. Liability

a) The liability of BlueMonks is limited to the damage that can be considered an immediate and obvious consequence of the non-fulfillment or defective fulfillment.

b) If BlueMonks should be liable, then this liability is limited to what is regulated in this article.

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

d) In the case of long-term assignments, the liability is limited to a maximum of the invoice value for a period of 2 (two) calendar months.

e) The liability of BlueMonks will in no case exceed the amount paid out by its insurer, increased by the deductible of BlueMonks.

f) BlueMonks is exclusively liable for direct damage and is never liable for indirect damage. Indirect damage is understood to mean: consequential damage; lost profit; missed savings; damage due to business or other types of stagnation.

g) BlueMonks is not liable for damage, of whatever nature, arising because BlueMonks has acted on incorrect and/or incomplete data provided by or on behalf of the Client.

h) BlueMonks is never liable for damage as a result of shortcomings in the execution of Work performed by third parties or goods delivered by third parties.

i) The limitations of liability included in these terms and conditions do not apply if the damage is due to intent or gross negligence of BlueMonks and/or its subordinates.

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

k) With regard to the Work, an obligation of best efforts applies and not an obligation of result.

Article 13. Intellectual property

a) BlueMonks reserves the rights and powers to which it is entitled under the Copyright Act and other intellectual laws and regulations. BlueMonks has the right to use the knowledge increased by the execution of an Agreement on its part for other purposes as well, insofar as no strictly confidential information of the Client is brought to the knowledge of third parties in the process.

Article 14. Takeover of personnel

a) If the Client wishes to employ employees seconded by BlueMonks outside the Agreement with BlueMonks, or when the Client wishes to have Work performed in another way, the Client must submit a written request to BlueMonks for this purpose. In that case, an amount to be paid by the Client to BlueMonks can be determined in consultation, after which BlueMonks will give written permission to both the Client and the employee concerned.

b) If the situation as described in Art. 14a occurs, the Client will pay BlueMonks an amount equal to the consulting rate of three months, based on a 40-hour work week.

c) The Client is held to pay at least the recruitment costs that BlueMonks must incur 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 basis for processing. Both BlueMonks and the Client will comply with applicable data protection laws and regulations when processing Personal Data. Parties acknowledge that Personal Data may be processed by BlueMonks 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 analyses and customer relationship purposes.

b) For more specific provisions regarding data protection, BlueMonks has drawn up a privacy statement that can be consulted online on the website.

Article 16. Confidentiality and secrecy

a) BlueMonks and the Client ensure that all information, know-how, (personal) data, or specifications related to the execution of the Agreement and/or the business of the other party are treated confidentially and are not disclosed to third parties, unless the party from whom the information originates has given written permission for this. The same applies to the content of the Agreement.

b) This duty of confidentiality does not apply to information that has become generally known without violation of a confidentiality clause. In addition, the duty of confidentiality does not apply if disclosure is required by law, or a binding court ruling, or because of another government body.

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

Article 17. Complaints

a) Complaints about the Work performed by BlueMonks must be made known to BlueMonks by e-mail or telephone and with reasons within thirty (30) days after the complaint arose, or within fourteen (14) days after completion of the Work.

b) If a complaint is justified, BlueMonks will be given the opportunity to investigate and remedy the defect. If this is not possible, BlueMonks will provide an appropriate solution.

Article 18. Applicable law

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

b) Without prejudice to the right of BlueMonks to submit a dispute to the court competent according to the law, disputes between parties will in the first instance be submitted to the competent court in the place of business of BlueMonks, unless the law prescribes otherwise.