Terms and Conditions

Article 1 Definitions

iqbi: is a private limited company whose objective is to provide a metering service for reading, storing, and reporting meter readings, and to supply the necessary hardware and meters for this purpose.
Customer: the natural person or legal entity or the partnership of natural and/or legal entities or the intermediary or representative acting on their behalf who uses the Services and Products of iqbi.
Agreement: the legal relationship between iqbi and the Customer, in the broadest sense.
Services: all work performed by iqbi and/or third parties engaged by it for the benefit of the Customer, including reading, storing, and reporting meter readings.
Product: all products supplied by iqbi and/or third parties engaged by it to the Customer, including software, measuring equipment, and other hardware.
Website: the website www.iqbi.nl.

Article 2 Applicability of the General Terms and Conditions

The General Terms and Conditions apply to all offers, quotations, Agreements concluded between the Customer and iqbi, and all other acts performed by iqbi, regardless of how they were concluded or performed.
iqbi reserves the right to unilaterally amend or supplement these General Terms and Conditions. The amendments will take effect at the announced time of entry into force.
The applicability of the Customer’s General Terms and Conditions is expressly rejected and they will only apply if expressly agreed upon.
The General Terms and Conditions also apply to supplementary or amended assignments from the Customer.

Article 3 Agreement

All quotations and offers from iqbi are entirely without obligation and can be revoked by iqbi. The quotations are valid for a maximum of 3 months.
Agreements between iqbi and the Customer can only be amended with the written consent of both parties.
If iqbi sends a confirmation to the Customer, that confirmation is decisive for the content and interpretation of the Agreement, subject to obvious errors. iqbi cannot be held to its offer if the Customer could reasonably understand that the offer, or a part thereof, contains an obvious mistake or clerical error.
If the Customer makes annotations or gives feedback on the quotation from iqbi, they do not form part of the Agreement, unless iqbi subsequently confirms them in writing.
An agreement will be tacitly renewed for a term of 12 months after the expiration of the initially agreed term, unless the agreement is terminated in writing no later than 3 months before the end date or if expressly otherwise agreed in the agreement.

Article 4 Execution of the Agreement

iqbi will endeavor to execute the Services with care in accordance with the requirements of good craftsmanship.
iqbi 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 expressly excluded.
The Customer ensures that all data that iqbi indicates is necessary or that the Customer should reasonably understand is necessary for the execution of the Agreement, is provided to iqbi in a timely manner. If the data required for the execution of the Agreement is not provided to iqbi in a timely manner, iqbi has the right to suspend the execution of the Agreement and/or to charge the Customer for the extra costs resulting from the delay according to the then customary rates.
The Customer ensures that iqbi can perform its services and/or deliver products in a timely manner. If the Customer does not provide iqbi with the opportunity to perform its services and/or deliver products in a timely manner, the resulting costs will be borne by the Customer.
If a term has been agreed upon or specified for the execution of Services, this is never a strict deadline. If a term is exceeded, the Customer must give iqbi written notice of default. iqbi must thereby be offered a reasonable term to still execute the Agreement.
Insofar as the Services or Products include the provision of connectivity (such as SIM cards or LoRa keys), a Fair Use Policy applies. This connectivity may only be used in combination with the hardware supplied by iqbi and for the purpose of the Agreement (the transmission of meter data). In the event of misuse, including the removal of SIM cards from equipment for other use or extreme data consumption that does not correspond to normal sensor traffic, iqbi is entitled to immediately block the connectivity and recover the incurred costs (including any fines from providers) from the Customer.

Article 5 Amendment of the Agreement

If, during the execution of the Agreement, it appears that it is necessary to amend or supplement it for its proper execution, iqbi and the Customer will proceed to adapt the Agreement in a timely manner and in mutual consultation.
If the Agreement is amended, including a supplement, this constitutes a supplementary assignment. A separate agreement on the fee for this supplementary assignment will be made in advance. Without a supplementary invoice, the original terms and conditions remain in effect, whereby the extra Services will be paid at the agreed rate.
The non-execution or non-immediate execution of the amended Agreement does not constitute a breach of contract by iqbi and is not a ground for the Customer to terminate or cancel the Agreement.
Amendments to the originally concluded Agreement between iqbi and the Customer are only valid from the moment these amendments have been accepted in writing and explicitly.

Article 6 Suspension, Dissolution, and Premature Termination of the Agreement

iqbi is authorized to suspend the fulfillment of obligations or to dissolve the Agreement if the Customer fails to fulfill the obligations under the Agreement, fails to do so fully, or fails to do so in a timely manner, or if iqbi has good reason to fear that the Customer will fall short in those obligations.
Furthermore, iqbi is authorized to dissolve the Agreement if circumstances arise that are of such a nature that fulfillment of the Agreement is impossible or if the unchanged maintenance of the Agreement cannot reasonably be required.
If the Customer fails to fulfill its obligations arising from the Agreement and this non-fulfillment justifies dissolution, iqbi is entitled to dissolve the Agreement immediately and with immediate effect without any obligation on its part to pay any compensation or damages, while the Customer, by virtue of non-performance, is obliged to pay compensation or damages.
In the event of liquidation, (application for) suspension of payments or bankruptcy, seizure – if and insofar as the seizure is not lifted within three months – at the expense of the Customer, debt restructuring, or any other circumstance whereby the Customer can no longer freely dispose of their assets, iqbi is free to terminate the Agreement immediately and with immediate effect or to cancel the order or Agreement, without any obligation on its part to pay any compensation or damages. The claims of iqbi against the Customer are immediately due and payable in that case.
If the Customer wishes to dissolve the Agreement before the end of the term, the Customer owes iqbi 60% of the total remaining value of the Agreement.
If the Customer is in default with the payment of any invoice, iqbi is entitled, without prejudice to its other rights, to cease the service provision with immediate effect and to block access to the software. Furthermore, in that case, iqbi is entitled to immediately collect the supplied hardware from the Customer or have it dismantled. The Customer is obliged to provide all cooperation and access for this purpose. The costs for dismantling and transport will be borne by the Customer. Blocking the service provision does not relieve the Customer of their payment obligation during the term of the Agreement.
Upon termination of the Agreement, for whatever reason, the Customer’s data will remain available for export for a maximum period of three (3) months (“grace period”). The Customer is responsible for timely securing their data within this period. After the expiration of these three months, iqbi is entitled and obliged (including in the context of AVG/ISO27001) to definitively delete the Customer’s data from its systems, without any liability arising from this.

Article 7 Costs, Fees, and Payment

All amounts mentioned in the quotations are in euros and exclusive of VAT and shipping costs, unless stated otherwise.
When the software costs are indicated as “Unit Level,” the meters are read at apartment/housing level or lower.
When the software costs are indicated as “Asset Level,” this refers to meters that read more than 3 apartments or other parts of a building.
iqbi has the right to correct apparently erroneous clerical errors in the price quotation.
Payment of an invoice must be made by bank transfer.
The Customer has the duty to immediately inform iqbi of inaccuracies in the payment details stated or provided.
Payment of an invoice must be made within fourteen (14) days after receiving the invoice in the invoiced currency.
If the Customer fails to pay an invoice on time, the Customer is legally in default, without further notice of default being required. The Customer then owes the statutory interest. The interest on the payable amount will be calculated from the moment the Customer is in default until the moment the full amount due is paid.
If iqbi decides to collect a claim due to non-payment of one or more unpaid invoices through legal action, the Customer is also obliged to reimburse all reasonably incurred judicial and extrajudicial costs, in addition to the principal sum owed and the interest mentioned in Article 7.8.
iqbi is entitled to index the agreed prices, effective January 1 of each calendar year – retrospectively if necessary – according to the Consumer Price Index; price index 2015=100 of the Central Bureau for Statistics (CBS).
If iqbi has installation work carried out by third parties and passes on the costs one-on-one to the Customer, iqbi is entitled to charge a surcharge of 10% administration costs on this amount.
If a meter does not generate or transmit data for a continuous period longer than three (3) months, and this is not due to the Customer’s fault or force majeure (including failure of third-party networks), iqbi will not charge costs for the period that the data is missing. If advance payments have already been made for this period, they will be settled or refunded by iqbi.

Article 8 Liability

The Customer is responsible for providing correct and representative data necessary for the execution of the Agreement. iqbi is not liable if the Customer has provided incorrect or non-representative data.
iqbi cannot be held liable for the inaccuracy of information provided on the Website and the damage resulting therefrom.
If iqbi is held liable, it will only be liable for direct damage that has actually been incurred, paid, or suffered by the Customer due to an demonstrable shortcoming of iqbi’s obligations with regard to its Services or Products. The liability as referred to in this article is limited to the amount agreed with the Customer that specifically relates to the damage caused.
The Customer is obliged to report damage to Products or incorrectly delivered services to iqbi in writing without delay and no later than fourteen (14) days after discovery. If the Customer does not report this damage in time, their right to compensation for this will lapse.
iqbi is not liable for damage resulting from incorrect installation and/or incorrect use of the Products.
iqbi is not liable for errors concerning the measurement data. Specifically with regard to meters that operate based on pulse counting, the incidental missing of a counting pulse is inherent to the technology. A margin of error up to 3% is considered acceptable and market-compliant. iqbi is not liable for deviations in reports that fall within this margin. iqbi will endeavor to verify and correct the meter readings where necessary through an annual quality control.
For the provision of its Services, iqbi is partly dependent on the availability and operation of infrastructure and data connections of third parties (such as, but not limited to, LoRa networks, LTE/4G/5G, ODA (Independent Service Provider), and internet providers). iqbi is not liable for damage or the absence of meter data as a result of malfunctions, maintenance, or failure of these third-party infrastructures.
iqbi is not liable for indirect damage, including but not exclusively consequential damage, loss of profit, missed savings, and damage due to business stagnation.
iqbi is not liable for the non-fulfillment or untimely fulfillment of the obligations arising from the Agreement, in the event this is caused by force majeure. Force majeure includes any circumstance beyond the reasonable control of the parties, which temporarily or permanently prevents the fulfillment of an obligation under this agreement. Force majeure includes, but is not limited to, natural disasters, war, terrorism, riots, epidemics, government measures, strikes, company blockades, or other unforeseeable circumstances.
The Customer indemnifies iqbi against claims from third parties.
The exclusion of liability does not apply if there is intent or willful recklessness on the part of iqbi.
This provision does not exclude liability insofar as liability may not be limited or excluded by law.

Article 9 Force Majeure

Force majeure is understood to mean all external causes, beyond the will or doing of iqbi, as a result of which timely, complete, or correct fulfillment of the Agreement is no longer possible.
Force majeure as referred to in the previous paragraph also includes, but is not limited to: non-performance by a third party, illness of staff of iqbi itself or a third party, disruptions in or failure of the internet, disruptions in or failure of the telecommunications infrastructure, disruptions in or failure of the radio frequency circuit, network attack, transport obstruction, strike, import and export restrictions, abnormal weather conditions, serious disruptions in the systems of iqbi or its suppliers, fire, floods, natural disasters, riots, war, or otherwise domestic unrest.
In case of force majeure, fulfillment of the Agreement will be suspended for as long as the force majeure continues.
If the force majeure lasts longer than one month, both parties are entitled to dissolve the Agreement without judicial intervention. In such a case, iqbi will proceed to refund any amounts already paid, deducting all costs iqbi has incurred with regard to the Agreement.

Article 10 Data Processing

In the context of the execution of the agreement between parties, iqbi (the processor) may process personal data on behalf of the Client (the controller). iqbi processes this personal data exclusively in accordance with the applicable laws and regulations, including the General Data Protection Regulation (AVG/GDPR).
iqbi takes appropriate technical and organizational measures to adequately secure personal data against loss or any form of unlawful processing. iqbi employees have a confidentiality clause in their employment contract.1
iqbi is entitled to engage sub-processors in the processing of personal data. iqbi concludes a (sub)processor agreement with sub-processors in which at least the same level of protection of personal data is guaranteed as applies to iqbi. iqbi remains liable to the Client for the fulfillment of the obligations of sub-processors engaged by iqbi.2
In the event of a security incident concerning the personal data, iqbi will inform the Client without delay.
iqbi provides all necessary cooperation for audits on the fulfillment of the agreements within this provision. The costs of this audit shall be borne by the Client.
iqbi is liable for all damage arising from or related to non-fulfillment of Article 10 or acting in violation of the AVG/GDPR by iqbi or any sub-processors engaged by iqbi. iqbi’s total liability is limited to compensation for direct damage up to a maximum of the amount that iqbi’s insurer pays out in the specific case.
For the exercise of the rights of data subjects, iqbi refers to its privacy statement on the website www.iqbi.nl.

Article 11 Warranty & Lease Conditions

The warranty offered by iqbi depends on the nature of the agreement. In the case of purchase, a warranty period of twelve (12) months applies from the time of delivery.
If parties conclude an agreement based on Operational Expenses (OPEX), this is considered a Financial Lease construction. In this case, the economic risk of the hardware, as well as the responsibility for maintenance, insurance, and the risk of loss, lies entirely with the Customer, with the exception of the statutory manufacturer’s warranty and the provisions of paragraph 3.
Notwithstanding the above, in the event of a defect in the hardware during the term of the agreement, iqbi will arrange for the free replacement of the hardware, provided the defect was not caused by incorrect, unprofessional, or careless use, use for purposes other than normal, or external causes (including fire or water damage). iqbi is entitled to replace hardware with hardware with the same functionality, even if it is a different brand or model.
Defects must be reported to iqbi in writing.
If iqbi performs repair work that falls outside the scope mentioned in this article, these will be charged to the Customer.
The provisions in the General Terms and Conditions regarding the warranty do not affect the Customer’s warranty claims under the law.

Article 12 Confidentiality

Both parties are obliged to maintain the confidentiality of all confidential information they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information (including but not limited to technical designs, rates, and login details).3

Article 13 Intellectual Property and Right of Use

All drawings, overviews, calculations, and other information that iqbi has provided under the Agreement may only be used by the Customer as part of the Agreement. This data may not be shared with third parties, insofar as iqbi has not given explicit permission for this.
iqbi grants the Customer a non-exclusive and non-transferable right of use with regard to the Software and the associated documentation for the duration of the Agreement. The login details are strictly personal and may not be shared with third parties.
The Customer remains the owner of the raw measurement data generated by the hardware. However, the Customer grants iqbi an unrestricted, perpetual, and free right to use, store, and analyze this data for the execution of the Service. iqbi is also entitled to use the anonymized measurement data for statistical purposes, benchmarking, and improvement of its products and services.

Article 14 Retention of Title

All Products delivered and yet to be delivered under the agreement remain the exclusive property of iqbi until all claims that iqbi has or will obtain against the Customer, on whatever grounds, have been fully paid.
The risk of the delivered goods will transfer to the Customer upon delivery, meaning that the Customer has physical control over the Services.

Article 15 Contract Takeover upon Sale of Real Estate

If the Customer sells or transfers the object or building in which the hardware is installed and to which the Services relate to a third party, the Customer is obliged to transfer the ongoing Agreement with iqbi, including all rights and obligations, to the new owner. The Customer remains jointly and severally liable for the fulfillment of the Agreement until the new owner has taken over the Agreement in writing through a contract takeover. If no contract takeover takes place, the original Customer remains obliged to fulfill the contractual obligations (including payments or the buy-out sum in case of premature termination in accordance with Article 6.5).

Article 16 Severability Clause

If one or more provisions in these general terms and conditions are at any time wholly or partially void or should be annulled, the remaining provisions in these general terms and conditions remain fully applicable. The User and the Customer will then consult with each other to agree on new provisions to replace the void or annulled provisions, whereby the purpose and scope of the original provisions are observed as much as possible.

Article 17 Identity of iqbi

iqbi is registered with the Chamber of Commerce (KvK) under number 87510480 and has VAT identification number NL864314632801. iqbi is located at Bernadottelaan 11, 3527GA Utrecht.
iqbi can be reached by e-mail via info@iqbi.nl, and through the website www.iqbi.nl.

Article 18 Applicable Law and Competent Court

Dutch law applies to the legal relationship between iqbi and its Customers.
All disputes that may arise between iqbi and its Customers will be settled by the competent court of the Central Netherlands District.

Version: 1 januari 2026