These General Terms and Conditions are intended for subscriptions whereby WQmonitor provides sensors, water quality data, dashboards, alerts, reports, hosting, maintenance and support to professional customers, including water authorities, Rijkswaterstaat, municipalities and companies.
Article 1 – Definitions
In these terms and conditions, the following definitions apply:
Service: the combination of hardware, sensors, connectivity, software, data, dashboards, APIs, data storage, analyses, reports, support and related activities provided by WQmonitor.
Waterscout: WQmonitor’s monitoring solution for real-time or periodic water quality monitoring.
Data: all raw measurement data, metadata, system logs, alerts, analyses, reports, derived data and aggregated data generated or processed within the Service.
Raw Measurement Data: unprocessed or technically corrected measurement values originating from sensors or connected monitoring points.
Derived Data: processed, enriched, classified, validated, predicted or aggregated data, including indicators, trends, dashboard scores, model outcomes and benchmark data.
Customer: the legal entity purchasing the Service, including water authorities, Rijkswaterstaat, municipalities, foundations, environmental agencies, contractors, consultancy firms or companies.
User: a natural person who has access to the Platform on behalf of the Customer.
Platform: the digital environment, including dashboards and APIs, through which Data is made available.
Agreement: the quotation, order confirmation, subscription arrangements, these terms and conditions and any appendices such as SLA, DPA and security annex.
Article 2 – Applicability and Order of Precedence
These terms and conditions apply to all quotations, assignments, subscriptions, pilots, renewals and additional services of WQmonitor unless otherwise agreed in writing.
In the event of conflict, the following order of precedence applies:
(1) written agreement or order confirmation,
(2) data processing agreement for GDPR-related matters,
(3) SLA,
(4) security annex,
(5) these general terms and conditions,
(6) quotation or other commercial documentation.
Customer purchasing conditions do not apply unless expressly accepted by WQmonitor in writing.
Specific procurement conditions may apply to public sector contracts. Deviations only apply if explicitly included in the agreement.
Article 3 – Subscription Model and Scope
The Service is provided as a subscription for an agreed term, number of monitoring locations, sensors, users, data access, dashboard functionality, support level and any additional services.
The subscription only includes the components listed in the quotation or order confirmation. Activities not specified, customised reporting, additional sensors, relocations, emergency maintenance, integrations or project management shall be quoted separately.
WQmonitor may technically improve or modify the Service provided that the core functionality for Customer is not materially reduced.
Customer is responsible for timely site availability, landowner permissions, permits, safe access and relevant information regarding the monitoring location.
Article 4 – Installation, Management and Site Conditions
Installation shall take place based on the agreed scope and planning. Planning depends on site suitability, weather conditions, water levels, safety, availability of components and Customer cooperation.
Customer shall provide accurate site information, safe access, installation permissions, any notifications or permits and information regarding cables, pipelines, waterways, currents, water depth, maintenance activities and risks.
If installation cannot take place due to circumstances attributable to Customer, WQmonitor may charge additional costs.
WQmonitor is not responsible for damage or data loss caused by vandalism, collisions, extreme weather conditions, ice formation, mowing activities, dredging activities, incorrect placement by third parties or unauthorised relocation.
Article 5 – Data Quality, Measurement Uncertainty and Interpretation
Data is provided based on available sensors, connectivity, calibration, algorithms and platform processing. The Service constitutes a best-efforts obligation and not an obligation to achieve a specific result.
Measurement values may deviate due to sensor ageing, contamination, biofouling, calibration drift, air bubbles, temperature, currents, sediment, algae growth, malfunctions, maintenance, network loss, power supply issues or external influences.
The Data is provided as operational and policy support. WQmonitor does not guarantee that Data is complete, error-free, continuously available, legally admissible or suitable for every specific purpose.
Customer remains responsible for its own interpretation, validation, decision-making and application of Data. For important decisions, Customer shall apply appropriate verification measures, such as additional sampling, laboratory analysis or expert assessment.
Article 6 – Water Framework Directive (WFD), Permits and Formal Reporting
The Service may contribute to insight into trends, incidents, monitoring frequency, management choices and early warning signals, but does not automatically replace official sampling, laboratory analysis, certified monitoring or statutory reporting obligations.
Use of Data as the sole basis for compliance with the European Water Framework Directive (WFD), permit issuance, enforcement, standards assessment, discharge reporting or other legal compliance is excluded unless explicitly accepted by WQmonitor in writing in a separate assignment including appropriate methodological, validation and liability arrangements.
Customer remains fully responsible for compliance with laws and regulations, including water legislation, environmental legislation, permit conditions, WFD obligations, procurement rules and internal decision-making procedures.
Reports, dashboards, alerts and forecasts provided by WQmonitor are supportive in nature and do not constitute binding legal opinions, inspection reports, certifications or enforcement advice.
Article 7 – Data Ownership and Data Licence
Customer remains owner of raw measurement data specifically collected for Customer at its monitoring locations, insofar as ownership is legally possible.
During the term of the Agreement, Customer receives a non-exclusive, non-transferable licence to use Data for internal management, policy, analysis and reporting purposes within its own organisation.
Customer is not permitted to sell, rent, sublicense, commercially exploit, publish on open data portals or structurally provide Data to third parties without prior written consent from WQmonitor, unless legally required or explicitly agreed otherwise.
Sharing Data with consultants, contractors or cooperation partners is permitted for activities carried out on behalf of Customer, provided such third parties treat the Data confidentially, do not commercially exploit the Data and comply with the restrictions set out in the Agreement.
WQmonitor may process Data for provision of the Service, support, security, error analysis, product improvement, calibration, model development and quality control.
WQmonitor may use anonymised and aggregated Data for benchmarking, statistics, product development and scientific or commercial analyses, provided Customer or specific monitoring locations cannot reasonably be identified, unless agreed otherwise.
All rights relating to software, algorithms, models, dashboards, data models, database structures, measurement methodologies, forecasts, derived datasets, generic insights and know-how remain vested in WQmonitor or its licensors.
Article 8 – Public Disclosure, Woo Requests and Government Communications
For public sector customers, Data or contract information may fall within the scope of the Dutch Open Government Act (Wet open overheid – Woo) or similar legislation.
Customer shall inform WQmonitor as soon as possible regarding requests that may affect confidential information, commercially sensitive information, security information or intellectual property of WQmonitor.
To the extent legally permitted, Customer shall provide WQmonitor the opportunity to submit views against disclosure of confidential business information, security information, source code, algorithms, pricing structures, technical documentation or personal data.
Publication of Data in reports, press releases or open-data environments requires prior coordination if the Data is traceable to WQmonitor, monitoring methodologies, location-specific performance or commercial information of WQmonitor.
Article 9 – Access, Accounts and Security
Customer is responsible for management of users, authorisations, strong passwords, confidentiality of accounts and timely withdrawal of access upon role changes or termination of employment.
Customer shall not circumvent security measures, attempt to gain unauthorised access or perform activities that may harm the availability, integrity or security of the Service.
WQmonitor may temporarily restrict access if necessary for security, continuity, maintenance, abuse prevention or compliance with laws and regulations.
Article 10 – Pricing, Invoicing and Indexation
Subscription fees shall be invoiced monthly, quarterly or annually as agreed.
One-time costs for installation, relocation, hardware, project initiation, configuration or integrations shall be invoiced separately.
All prices are exclusive of VAT and other levies unless stated otherwise.
WQmonitor may annually index prices based on the CPI index or a comparable objective index, increased by reasonable cost increases relating to hosting, connectivity, sensors, maintenance or suppliers unless agreed otherwise.
In the event of expansion of monitoring locations, users, data volume, sensors or functionalities, WQmonitor may charge additional fees.
Article 11 – Term, Renewal and Termination
Unless agreed otherwise, subscriptions are entered into for an initial term of 12 months.
Following the initial term, the subscription shall automatically renew for consecutive 12‑month periods or convert into monthly renewal, as specified in the order confirmation.
Termination must be made in writing observing a notice period of three months prior to the end of the current term unless agreed otherwise.
For pilot projects, a shorter term may apply. Conversion into a subscription only occurs upon written confirmation.
Article 12 – Maintenance, Incidents and Changes
WQmonitor shall perform reasonable maintenance on the Platform, sensors and integrations in accordance with the SLA or order confirmation.
Planned maintenance shall be carried out according to WQmonitor’s planning. Emergency maintenance may take place without prior notice if required for safety, security or continuity.
Incidents shall be handled in accordance with the priorities and response times specified in the SLA. Response times do not constitute restoration times unless explicitly stated otherwise.
Customer shall report incidents as completely as possible, including location, time, nature of the incident and relevant circumstances.
Article 13 – Liability
The total liability of WQmonitor arising from attributable failure, tort or any other legal basis is limited to the amount paid by Customer for the relevant Service during the 12 months preceding the event causing the damage, up to a maximum of EUR 25,000.
WQmonitor shall never be liable for damages related to water quality, environmental damage, discharges, ecological damage, enforcement actions, governmental measures or Customer non-compliance with laws and regulations.
Only direct damages are eligible for compensation.
The limitations of liability do not apply to damages caused by wilful misconduct or deliberate recklessness by the management of WQmonitor, nor to liability that cannot legally be excluded.
Customer indemnifies WQmonitor against third-party claims related to use of Data, site selection, discharges, environmental damage, publication of Data or decisions made by Customer.
Article 14 – Service Credits
If availability levels under the SLA are not achieved, Customer may be entitled to service credits as specified in the SLA.
Service credits constitute the sole and exclusive compensation for failure to meet availability levels unless there is wilful misconduct or deliberate recklessness.
Service credits are only granted if Customer submits a written claim with sufficient substantiation within 30 days after the relevant month.
Article 15 – Force Majeure
WQmonitor shall not be obliged to perform and shall not be liable in cases of force majeure.
Force majeure includes extreme weather conditions, flooding, storms, lightning, ice formation, vandalism, theft, collisions, power outages, network failures, failures at cloud or telecom providers, cyberattacks, government measures, pandemics, strikes, supply chain issues, shortages of components and circumstances at monitoring locations outside the control of WQmonitor.
Article 16 – Termination, Export and Exit
Following termination, Customer may request an export of available raw measurement data in a commonly used format within 30 days unless agreed otherwise.
After expiry of this period, WQmonitor may delete or archive customer data, subject to statutory retention obligations, security logs, financial administration or anonymised/aggregated data.
Any dismantling, return, removal of hardware or restoration of locations shall be performed as agreed and may be invoiced separately.
Outstanding amounts remain payable upon termination.
Article 17 – Confidentiality
Parties shall keep confidential information confidential and only use it for performance of the Agreement.
Confidential information includes technical information, pricing, security information, source code, algorithms, documentation, non-public data, procurement information and business information.
The confidentiality obligation does not apply to information that is publicly available, lawfully obtained from third parties, independently developed or required to be disclosed by law or court order.
Article 18 – Governing Law and Disputes
The Agreement is governed exclusively by Dutch law.
Disputes shall preferably first be resolved through consultation at management level. If this does not succeed, disputes shall be submitted to the competent court in Zwolle, the Netherlands, unless mandatory law provides otherwise.
