1. Definitions
1.1 In these General Terms and Conditions, the following words in bold shall have the meanings as shown below:
“ Aquablu”
a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), duly incorporated and existing under the laws of The Netherlands, with its registered office and its principal place of business at (1013AC) Amsterdam, Koivistokade 1a, registered with the trade register of the Dutch Chamber of Commerce under number: 27120461;
"Client"
a party under an agreement with Aquablu for the lease of Products or Additional Services;
“End-user”
the ultimate user or consumer of the Products of Aquablu;
“Product(s)”
innovative and sustainable water dispensers;
“Lease Agreement”
the agreement between Client and Aquablu in which the terms and conditions of the lease of Products are detailed;
“Offer”
an offer from Aquablu to deliver Products;
“Order”
an order from Client to lease Products;
“PO” or “Quote”
the order confirmation sent from Aquablu to Client;
“Remuneration”
the amounts to be paid by Client to Aquablu;
“Services”
maintenance services for water dispensers or any other services as Aquablu and Client have
agreed.
2. Applicability
2.1 These General Terms and Conditions Lease apply to all Offers, legal relationships and all agreements whereby Aquablu leases Products to Client.
2.2 Aquablu may amend these Terms only with prior written approval of Client. Unilateral amendments without Client’s explicit consent shall have no effect.
2.3 Applicability of any terms and conditions of Client is expressly rejected.
2.4 In the event of discrepancies between the Lease Agreement and these Terms, the Lease Agreement prevails.2.5 Client is obliged to provide access to the location of the Products and ensure cooperation of relevant third parties in case of reasonable requests of Aquablu.
3. Conclusion of Agreement
3.1 All Offers and other expressions of Aquablu are subject to contract and without obligation, unless explicitly stated otherwise in writing.
3.2 Aquablu is never obliged to accept or execute Orders. An Order is confirmed by a PO.
3.3 Information in catalogues, illustrations or drawings is indicative only unless expressly agreed in a Lease Agreement. Minor changes in materials or construction are permitted.
3.4 Offers are valid for one (1) calendar month unless otherwise stated.
3.5 An agreement is established upon Aquablu’s acceptance of Client’s Order.
3.6 Aquablu may engage third parties in execution of the Lease Agreement.
3.7 Client acknowledges and accepts full responsibility for the selection, suitability and intended use of the Products. Aquablu shall not be liable for consequences of Client’s product choice, intended application or Client-provided specifications.
3.8 Any person signing the Lease Agreement or related documents on behalf of Client represents and warrants that they are duly authorized to bind Client. Client may not invoke lack of authority against Aquablu, and Aquablu is not required to verify such authorization by extracts or other formal evidence.
4. Price and Payments
4.1 Prices are those agreed in the Lease Agreement and confirmed in the PO.
4.2 Incoterms applicable are DAP, exclusive of VAT but inclusive of packaging and duties, unless otherwise agreed. Where DAP applies, Aquablu bears transport costs and risk up to delivery site.
4.3 Aquablu may increase prices due to higher purchase, freight, raw materials or government levies. This is captured through the inflation clause as specified under article 4.5
4.4 Client shall pay Remuneration monthly or yearly as agreed.
4.5 Price increases are limited to annual indexation in accordance with the CBS Consumer Price Index (CPI). No other price adjustments (including changes in taxes, duties, exchange rates, or external cost factors) shall be
applied.
4.6 Payment must be made in euros to Aquablu’s designated bank account. Agreed discounts, net pricing or commercial terms as set out in the Offer remain fully applicable.
5. Delivery
5.1 Delivery periods are indicative and not binding, unless explicitly agreed otherwise.
5.2 If delivery is delayed more than 60 days beyond the agreed date, Client may terminate the affected order without penalty.
6. Inspection and Report
6.1 Client must inspect Products within five (5) working days of delivery.
6.2 Client shall report visible defects within 10 working days after delivery. Hidden defects that could not reasonably have been discovered upon inspection may be reported within a reasonable period after discovery.
6.3 If not reported within that period, Products are deemed accepted.
7. Returns
7.1 During the lease term, returns initiated by Aquablu (including replacements, upgrades or defect-related exchanges) are always at Aquablu’s cost and risk.
8. Payment
8.1 Payments must be made within thirty (30) days after invoice date, unless agreed otherwise.
8.2 If payment is late, statutory commercial interest applies automatically.
8.3 Client shall only reimburse Aquablu for reasonable and documented legal collection costs.
8.4 Client must dispute invoice within 30 days after invoice date; undisputed part remains payable.
9. Ownership – Risk and Insurance
9.1 All Products remain property of Aquablu.
9.2 Products are movable property and may not be affixed or encumbered.
9.3 Client must promptly notify Aquablu of any third-party claims, insolvency, or bankruptcy.
9.4 Aquablu may repossess Products at Client’s site.
9.5 Aquablu shall insure the Products against normal business risks, including theft, damage, and total loss.
9.6 Client bears all risks of damage, loss or destruction from delivery onward.
9.7 In case of partial loss, Aquablu shall repair or replace the Products in accordance with the Service conditions. Costs will only be charged to Client where such damage is caused by misuse or negligence of Client.
10. Assignment / Transfer
10.1 Client may not assign or transfer its rights or obligations under this Lease Agreement to a third party, except following prior written notification to Aquablu.
10.2 Aquablu may assign or transfer its rights or obligations under this Lease Agreement to a third party only after notifying Client in writing at least thirty (30) days in advance, provided that all of the following conditions
are met:
(a) the assignee is financially sound and demonstrably capable of fulfilling all obligations under this Agreement;
(b) the assignment does not negatively impact Client’s rights, service levels, response times, warranties, or maintenance obligations;
(c) all terms and conditions of this Agreement remain unchanged and fully binding on the assignee;
(d) the assignee unconditionally assumes all obligations under the Agreement as of the transfer date;
(e) Client shall not be required to enter into any amended or additional agreement as a result of the assignment;
(f) Aquablu remains jointly and severally liable for all obligations until the transfer is fully completed.
10.3 If the assignment does not meet the requirements set out in this Article, the assignment shall have no legal effect toward Client.
10.4 Any assignment shall not result in diminished service availability, response times or maintenance obligations.
11. Warranties and Complaints
11.1 Aquablu guarantees that Products are free from material defects at delivery.
11.2 Any warranty obligations of Aquablu are limited to repair or replacement.
11.3 Warranty does not apply in case of misuse, negligence or unauthorized repairs.
12. End of Lease Agreement
12.1 Client shall follow Aquablu’s return procedure.
12.2 Aquablu will arrange for pick-up of the Products at the end of the lease agreement
12.3 Returned Products must be clean, free of branding, emptied of consumables, and in good working condition (reasonable wear and tear excepted). Aquablu may charge Client for cleaning, missing parts, damages, or repairs necessary to restore Products to leasable condition.
13. Service
13.1 Aquablu provides maintenance and repair services under agreed Service conditions.
13.2 Client shall ensure unhindered access for Aquablu’s service personnel.
14. Regulations
14.1 Client shall comply solely with general workplace safety rules and standard operational guidelines applicable to the use and placement of water dispensing equipment. Aquablu remains fully responsible for compliance of the Products themselves with all applicable laws and
regulations (including CE, drinking water standards, hygiene requirements, and product safety legislation).
15. Liability
15.1 Aquablu’s total liability is limited to direct damages up to an amount equal to twelve (12) months of Remuneration under the relevant Lease Agreement.
15.2 Liability only arises if Client notifies Aquablu in writing within a reasonable period of time, grants a reasonable cure period, and Aquablu fails to remedy.
15.3 Indirect and consequential damages are excluded.
15.4 Damage due to negligence or misuse is for Client’s account.
15.5 Aquablu’s liability limitations apply independently of insurer coverage. Lack of insurance payout shall not further limit Aquablu’s liability towards Client.
15.6 Client must mitigate damages.
15.7 Damages must be reported within a reasonable period after discovery.
15.8 The above also benefits Aquablu’s engaged third parties.
15.9 Aquablu is not liable for accounting or tax classification of Lease. Client indemnifies Aquablu in this respect.
16. Intellectual Property
16.1 All intellectual property rights remain vested in Aquablu.
16.2 Client is granted no license other than necessary for use of the Products.
17. Force Majeure
17.1 Neither party shall be liable for non-performance due to force majeure.
17.2 Force majeure includes, without limitation: natural disasters, strikes, government measures, pandemics, war and cyber incidents.
17.3 Supplier failure or delays of subcontractors shall not constitute force majeure unless directly caused by an event that itself qualifies as force majeure under this Agreement.
18. Termination
18.1 Termination requires 60 days written notice before the end of the fixed term.
18.2 Either Party may terminate the Agreement with immediate effect by written notice if the other Party:
(a) is in material breach of the Agreement and fails to remedy such breach within 30 days after written notice; or
(b) is declared bankrupt, applies for suspension of payments, enters liquidation, or otherwise becomes insolvent.
18.2a Either Party may terminate the Agreement with immediate effect by written notice if the other Party:
(i) becomes subject to applicable sanctions laws or engages in unlawful activity that materially affects performance of this Agreement; or
(ii) fails to comply with statutory or regulatory obligations that are directly applicable to that Party and materially relate to the Products and/or Services under this Agreement.
18.3 Upon termination by Aquablu due to a breach of Client under clause 18.2, all obligations of Client become immediately due and payable. Upon termination by the Client as a result of Aquablu’s material breach under clause 18.2, Aquablu shall refund any prepaid amounts relating to Products or Services not yet delivered or performed as of the termination date, and any unpaid invoices relating solely to such undelivered/unperformed items shall be credited or cancelled, as applicable. For the avoidance of doubt, this shall not affect any reconciliation or minimum contract value provisions under Article 22, unless explicitly agreed otherwise in the Quote/PO.
18.4 Client shall immediately return Products upon termination.
19. Indemnity
19.1 (Client indemnity) Client indemnifies Aquablu against claims from third parties arising from Client’s use of the Products, including damage caused to End-users, to the extent such claims result from misuse, negligence, failure to follow instructions, unauthorized repairs or modifications by Client or End-users.
19.2 (Aquablu indemnity) Aquablu indemnifies Client against claims from third parties arising directly from defects or failures in the Products attributable to Aquablu, to the extent such claims are caused by Aquablu’s breach of its obligations under this Agreement.
19.3 (Limitations) The indemnities under this Article are subject to the liability limitations and exclusions set out in Article 15 and do not apply to the extent the claim is caused by Client’s or End-user’s acts or omissions, misuse, negligence, or non-compliance with manuals and sanitary requirements.
20. Applicable Law and Disputes
20.1 Lease Agreement is governed by Dutch law.
20.2 Disputes are submitted to the competent court in Amsterdam.
20b. Data Protection
Client acknowledges that Aquablu may process personal data in connection with the Lease Agreement and shall comply with applicable data protection laws, including the General Data Protection Regulation (GDPR).
21. Confidentiality
21.1 Parties shall maintain confidentiality regarding all information under this Agreement, unless disclosure is required by law.
ARTICLE 22 — PAY-PER-DRINK SUBSCRIPTION MODEL
22.1 Definitions
For the purposes of this Article, the following definitions apply in addition to Article 1:
a. “Drink”: a single dispensed portion of 200 ml of water (flavored), or any other standardized unit as specified in
the applicable Quote/PO. Aquablu telemetry technology measures the exact ml dispensed.
b. “Consumption Data”: usage data automatically recorded by the Product and transmitted to Aquablu’s
telemetry platform.
c. “Contracted Tier”: the monthly subscription level selected by the Client, expressed in Contracted Drinks per
month and corresponding to a specific per-Drink rate.
d. “PPD Rate”: the price per Drink applicable to the Contracted Tier.
e. “Overuse”: the number of Drinks in a calendar month exceeding the Contracted Tier.
f. “Underuse”: the number of Drinks in a calendar month falling below the Contracted Tier.
g. “Minimum Monthly Charge”: the monthly fee corresponding to the Contracted Tier, payable regardless of actual Drinks consumed.
22.2 Scope and Precedence
22.2.1
Under the Pay-Per-Drink (PPD) model, all hardware, service, maintenance, warranty and operational costs are bundled into the per-Drink rate, unless expressly excluded in the Quote/PO.
22.2.2
In case of conflict between this Article 22 and any other provision of these General Terms & Conditions Lease, this Article 22 prevails with respect to pricing, billing, and consumption-based commitments.
22.3 Subscription Structure & Tier Commitment
22.3.1 The Client subscribes to a Contracted Tier corresponding to a defined number of Drinks per month and the associated PPD Rate as stated in the Quote/PO.
22.3.2 The Client commits to the selected Contracted Tier for the full Term of the Agreement. The Minimum Monthly Charge remains due regardless of actual usage.
22.3.3 The Client may request an upgrade to a higher Tier at any time. The upgrade takes effect on the first day of the following calendar month.
22.3.4 If Overuse occurs for two (2) consecutive months, Aquablu may adjust the Client to a higher Contracted Tier that reflects actual consumption.
22.3.5 The Client may request a downgrade to a lower Tier at any time. The downgrade takes effect on the first day of the following calendar month.
22.4 Pricing, Overuse and Underuse
22.4.1 Underuse does not entitle the Client to refunds, credits, or roll-over of unused Drinks.
22.4.2 Overuse Drinks are invoiced at the applicable base per-Drink price without tier discounts.
22.4.3 If Aquablu updates the base price, such updates will be communicated with at least thirty (30) days’ notice and apply prospectively.
22.4.4 PPD Rates are subject to annual indexation in accordance with Article 4.5.
22.5 Consumption Measurement & Data Dependency
22.5.1 Consumption Data generated by the Product’s telemetry platform constitutes conclusive and binding evidence of Drinks consumed, absent manifest error or verified technical outage.
22.5.2 The Client shall ensure continuous and stable network connectivity (WiFi or 4G). Connectivity failure does not suspend billing obligations.
22.5.3 If Consumption Data is unavailable due to reasons attributable to the Client, Aquablu may invoice (a) the Minimum Monthly Charge, or (b) an estimated number of Drinks based on the historical average of the preceding comparable months.
22.5.4 If Consumption Data is unavailable due to reasons attributable to Aquablu, Aquablu will invoice only the Minimum Monthly Charge.
22.6 Consumables, Flavors, CO₂, and Service
22.6.1 Unless otherwise stated in the Quote/PO, the PPD Rate includes flavors, CO₂, service, maintenance, warranty, and required spare parts.
22.6.2 Furniture modules, hot-water modules or comparable add-ons may be subject to additional fees as set out in the Quote/PO or current Price List.
22.6.3 All Service Terms apply unless explicitly superseded by this Article.
22.7 Billing & Invoicing
22.7.1 Invoices are issued quarterly in advance, as stated in the Quote/PO.
22.7.2
Each invoice will specify:
a. the Contracted Tier and Minimum Monthly Charge;
b. any Overuse and the applicable rate;
c. any Tier adjustments applied.
22.7.3 The payment terms of Article 8 apply fully to the PPD model.
22.8 Client Responsibilities Specific to PPD
The Client shall:
a. use the Product in accordance with the applicable manuals and sanitary requirements;
b. prevent tampering, bypassing, or manipulation of dispensing or telemetry functions;
c. use only Aquablu-approved consumables;
d. provide Aquablu access (physical or remote) for retrieving Consumption Data and performing service.
22.9 Scaling of Units
22.9.1 Adding additional Products during the Term automatically adjusts the Contracted Tier unless expressly agreed otherwise.
22.9.2 Removing Products during the Term is not permitted unless the Contracted Tier is maintained or the Client settles the Early Termination Fee described in Article 22.11.
22.10 End of Term & Final Reconciliation
22.10.1 At the end of the Term, Aquablu will perform a final reconciliation based on Consumption Data up to the retrieval date of the Products.
22.10.2 The final invoice will include the Minimum Monthly Charge for the last billing period and any Overuse up to the date of de-installation.
22.11 Early Termination & Minimum Contract Value (MCV)
22.11.1 In the event of early termination by the Client or termination due to the Client’s default, the Client shall pay the Minimum Contract Value, defined as all remaining Minimum Monthly Charges due from the termination date until the agreed contract end date.
22.11.2 This amount becomes immediately due and payable.
22.12 Misuse, Fraud, or Manipulation
22.12.1 If Aquablu reasonably suspects tampering or manipulation of dispensing volumes or telemetry, Aquablu
may suspend service, invoice based on estimated consumption, or terminate the Agreement with immediate
effect.
22.13 No Resale Without Consent
The Client may not resell Drinks or operate the Product as a commercial beverage service without Aquablu’s
prior written consent.
22.14 Governing Law and Disputes
This Article follows Article 20 of these General Terms & Conditions Lease. Nothing in this Article modifies the
governing law or dispute resolution provisions.