Agree the pilot before you connect.
Terms and a project template for software development, integration, testing and operation of third-party robots.
Proposed B2B documents for future projects. No legal review or insurance approval is claimed. Publication does not change earlier contracts or create insurance cover.
English contract drafts. Complete the project schedule and agree the terms before work starts. The optional SLA is inactive until signed.
The Dutch business
Vivek Chand Kuduva Devadoss, trading as ClawMetry, a Dutch sole proprietorship. KVK 42197152. Almere, Netherlands. Contact: vivek@clawmetry.com.
Instalabs LLC is a separate business under common ownership. These drafts do not replace the existing cloud or software subscription terms.
Physical AI B2B Terms
1. Provider and scope
These terms concern software development, integration, testing and operation of third-party robots for business customers.
The provider is the Dutch sole proprietorship identified above. Instalabs LLC is a separate business under common ownership.
Instalabs LLC is not a party or guarantor unless a separate agreement expressly names it. Existing cloud and software subscription terms remain separate.
The signed project schedule identifies the customer, robot owner, locations, services and contracting party. These terms do not offer services to consumers.
2. Agreement and document order
These proposed terms apply only when both parties expressly incorporate this dated version into a project agreement before work starts.
Give the customer a saveable copy with the offer. Record its delivery and the customer's acceptance. Merely viewing this page creates no agreement.
Publication does not change earlier agreements or establish that these terms governed earlier work.
Mandatory law prevails. The signed project schedule and its agreed amendments prevail over these terms. An SLA applies only within its expressly agreed scope.
Customer purchase terms apply only if the provider expressly accepts them in writing. The parties must resolve conflicting terms before work starts.
3. Work, payment and ownership
The schedule states deliverables, dependencies, dates, fees, VAT treatment, expenses and payment dates. An unpaid pilot must expressly state that no fee is due.
The provider uses reasonable professional care. Experimental work does not promise a commercial result, universal robot compatibility or safety certification.
Each party retains its existing intellectual property. Software licences, customer rights in deliverables and permitted reuse must be stated in the schedule.
Open-source and third-party components retain their own licences. Neither party receives ownership of the other's robots, data or background technology.
4. Robot access and operating boundaries
Before access, the customer must obtain the owner's written permission. The schedule lists every robot, serial number, owner, location and agreed replacement value.
The schedule distinguishes telemetry access, software commands, action blocking, physical handling, transport, custody and mechanical work. Unlisted permissions are not granted.
Live work requires a documented risk assessment, an approved test plan and a named competent local operator with authority to stop the robot.
Start with observation or simulation where practical. Live commands require separate written approval of the machine, software version, permitted actions and operating limits.
The provider follows the approved limits. The customer provides suitable premises, manufacturer instructions, access controls and the agreed local supervision.
ClawMetry software is not a safety-rated emergency-stop system. Independent manufacturer safety systems, interlocks and physical emergency stops must remain operational.
Neither party may disable safety functions or extend permissions without an approved change and any required manufacturer validation.
No unattended, medical, vehicle, aviation or other safety-critical operation is authorised unless expressly assessed and agreed separately.
5. Changes, testing and acceptance
Record each proposed change, reason, version, effect, risk, cost and rollback method. Both parties must approve scope or command-permission changes before execution.
The schedule defines tests and measurable acceptance criteria. Record results, known limitations and the authorised customer's express sign-off.
Silence, access or payment does not establish safety approval. Software acceptance does not replace the owner's or manufacturer's hardware validation.
Notify defects promptly with available evidence. The provider investigates and remedies defects attributable to its agreed work within a reasonable agreed period.
Statutory remedies remain available where required. Production use needs a separate written decision if it falls outside the pilot scope.
6. Liability and insurance
Each party remains responsible under applicable law for loss caused by its breach, negligence or other legally attributable conduct.
Before live robot work, the parties must agree written liability limits and a clear allocation of equipment risk in the project schedule.
State separate amounts for direct financial loss, physical damage to robots and other property, and bodily injury where lawful. Identify each limit's aggregation period.
For unpaid work, agree an express non-zero amount where a cap is intended. A fee-based formula must not silently produce a zero cap.
No cap or exclusion in these documents applies to deliberate misconduct, wilful recklessness by the provider's management, or liability that cannot lawfully be limited.
Mandatory product liability and third-party rights remain unaffected. Do not assume that calling the work software integration removes statutory manufacturer or importer duties.
There is no general exclusion of all liability. Any consequential-loss exclusion, indemnity or special warranty must be expressly agreed and checked against insurance.
The schedule must identify actual insurance, insured parties, dates, territory, activities, limits and deductibles, with written evidence of relevant cover.
Explicitly address borrowed property, custody, property being worked on, software-command damage, accidental breakage, transport and any owner-insurer recovery rights.
A certificate alone does not establish cover for every risk. An owner's equipment policy and the provider's liability policy serve different purposes.
These documents do not bind an insurer, provide insurance or guarantee payment for a broken robot. Live work must wait until agreed insurance requirements are satisfied.
7. Incidents, complaints and corrective action
Either party must stop or suspend affected work when it reasonably identifies an unsafe condition, unauthorised access or a serious defect.
Use the local emergency procedure for immediate danger. Notify the named project contacts promptly and preserve logs without exposing confidential or personal data unnecessarily.
Record the event, contain the problem and agree investigation, rollback, corrective action and restart approval with the owner and operator.
The provider assesses whether affected software versions must be disabled, withdrawn or corrected. The owner coordinates any physical equipment recall with its manufacturer.
Send complaints to vivek@clawmetry.com and the project contact. The parties agree corrective actions and escalation without assuming an unagreed response-time guarantee.
Notify relevant insurers as required by their policies. Neither party may make admissions or settlements on behalf of the other.
8. Support and service levels
No uptime, round-the-clock staffing, response time or resolution time is promised by these terms. Support arrangements must match the provider's actual resources.
An optional SLA becomes effective only when both parties complete and sign it. It must identify covered services, hours, measurement, targets, exclusions and remedies.
A response target is not a repair deadline. An observability or support service must never replace local safety control or emergency response.
9. Confidentiality, data and security
Each party protects the other's confidential information and uses it only for the agreed project. Lawful disclosures and information already public are excluded.
The schedule records collected telemetry, permitted commands, access roles, storage locations, recipients, retention and deletion. Use the least access needed.
No publication of customer names, recordings, robot data or results is permitted without written permission.
If personal data is processed, establish the parties' legal roles and any required processing agreement before collection. Record any international transfers and safeguards.
Neither these terms nor an unsigned template is a completed data processing agreement. Report security incidents promptly to the agreed contacts.
10. Delays, suspension and ending a project
A party affected by an event beyond its reasonable control must notify the other, limit the effects and propose a revised plan.
Force majeure does not excuse avoidable failures or remove mandatory rights. Either party may end affected work if the disruption continues for 30 days.
Either party may suspend work for unsafe conditions, missing permissions or missing agreed insurance. Record the reason and conditions for restarting.
For a material breach that can be remedied, give written notice and 14 days to remedy it before termination.
Immediate termination is available where continuation would be unlawful or create an unacceptable safety risk. Agree any cancellation notice and payment consequences in the schedule.
On termination, revoke access, preserve required evidence, return equipment and handle data as agreed. Accrued rights and continuing confidentiality duties remain.
11. Law, disputes and version
Dutch law governs the agreement, subject to mandatory rules. The parties first seek an agreed resolution through their named contacts.
If no resolution follows within 30 days, disputes go to the competent Dutch court unless the signed schedule lawfully agrees another forum.
If a provision is invalid, the remaining provisions continue where legally possible. The parties agree a lawful replacement with a similar purpose.
This English version is the proposed contract text. A translation or later website update changes no existing agreement without express written agreement.
Version: 7 November 2026. Legal enforceability and insurance compatibility require project-specific review before signature.
Pilot agreement and optional SLA
Record the robot owner, value, access, test plan, liability limits and written insurance evidence. Complete every applicable field before signing.
Read the pilot template
A. Parties and incorporation
Provider: Vivek Chand Kuduva Devadoss, trading as ClawMetry, Dutch sole proprietorship, KVK 42197152. Contact: vivek@clawmetry.com.
Provider business address: [complete]. Customer legal name, registration, address and authorised signatory: [complete]. Project name and reference: [complete].
Robot owner, operator and organiser, if different from the customer: [complete]. Obtain their written permissions and any necessary separate agreements.
Proposed start date, end date and locations, including remote access locations: [complete]. No date authorises work before the pre-start conditions are satisfied.
Attach Physical AI B2B Terms version 2026-11-07. Date and method delivered to customer: [complete]. Customer's express acceptance: [complete].
Record all agreed departures and their precedence: [complete]. This unsigned template is not a project agreement or evidence of historical terms.
B. Scope and commercial basis
Describe software development, integration, testing and operation of third-party robots: [complete]. Deliverables and excluded activities: [complete].
Access: [telemetry only / software commands / action blocking / hands-on handling]. State each permitted command, API, account, model and software version: [complete].
Remote control territory and network path: [complete]. Mechanical work, physical modification, custody and transport: [none, or expressly describe].
Pilot is [paid / unpaid]. Fees, VAT, expenses and payment dates: [complete, or explicitly state no fee]. Dates and dependencies: [complete].
Deliverable licences, permitted reuse and ownership of project-specific software: [complete]. Background and third-party licences: [complete].
C. Equipment and permissions
For EACH unit record: make/model [ ]. serial number [ ]. owner/contact [ ]. quantity [ ]. location [ ]. replacement value [ ] EUR [including/excluding VAT].
Record accessories and attached payload values: [complete]. State maximum simultaneous equipment value and maximum value at risk per incident: [complete].
Attach owner's permission, loan agreement, condition report, photographs and manufacturer operating limits: [references].
State who holds custody, handles transport, bears agreed loss risks and pays each deductible: [complete]. Record owner-insurer recovery or waiver arrangements: [complete].
Do not use illustrative catalogue prices as confirmed values. Do not grant access to equipment not listed and approved in this schedule.
D. Safety, test plan and pre-start approval
Named competent local operator, stop authority and contact: [complete]. Provider contact and remote stop-work contact: [complete].
Attach risk assessment, operating boundaries, manufacturer instructions and test plan: [references]. Confirm local safety controller and independent physical emergency stop checks: [record].
Record simulation or observation results, then approve limited live testing separately: [criteria, date and approving persons]. State prohibited actions and loads: [complete].
Record guarded area, bystander controls, lost-link behavior, supervision, shutdown, rollback and restart approval: [complete].
Insurance approval and owner permission references: [complete]. Both parties must record readiness approval before live commands or hands-on operation: [names, dates, signatures].
This approval does not certify machinery or replace manufacturer validation, statutory duties or the owner's safety responsibilities.
E. Liability and insurance schedule
General direct financial loss cap: EUR [complete non-zero amount if a cap is agreed]. Basis: [per claim / related events / total project / annual].
Physical damage to robots and other property cap: EUR [complete if agreed]. Bodily injury cap: EUR [complete only where lawful]. Aggregation and exceptions: [complete].
Retain the mandatory-law, deliberate-misconduct and wilful-recklessness exceptions in the attached terms. No fee-only zero cap applies to an unpaid pilot.
Other exclusions, indemnities, warranties or departures: [none, or attach exact agreed wording]. Do not assume contractual liability extensions are insured.
Provider liability insurer, policyholder, policy number, dates, covered work/territory, limits, deductible and relevant endorsements: [complete and attach evidence].
Owner equipment insurer, insured owner/users, agreed values, dates, deductible and cover for accidental breakage during testing: [complete and attach evidence].
Written confirmation for borrowed robots, custody, property being worked on, command errors, testing, remote operation and transport as applicable: [references].
Any required USA/Canada jurisdiction or territory extension: [not applicable, or attach]. Organiser's written insurance requirements: [attach or record outstanding].
Record residual uninsured risks and the parties' decision: [complete]. Do not start live work until the agreed requirements are satisfied.
F. Acceptance, change records and incidents
Acceptance criteria, test evidence, reviewer and sign-off date: [complete]. Record known defects, deferred items and any limits on further use: [complete].
Change register location and approvers: [complete]. Record version, reason, risk, approval, test result and rollback for each material change.
Incident and complaint contacts, notification channel and emergency procedure: [complete]. Record logs, containment, investigation and authorised restart.
Software withdrawal/correction owner and hardware manufacturer recall contact: [complete]. Post-pilot return, access revocation and data deletion steps: [complete].
G. Data and confidentiality schedule
Telemetry and personal data collected, purpose, access roles, storage location and approved recipients: [complete]. Retention and deletion dates: [complete].
Controller/processor roles, required DPA and any international-transfer safeguards: [complete before collection]. Security controls and incident contacts: [complete].
Publication or demonstration permission: [none, or attach precise written permission]. No general right to publish customer data follows from this template.
H. Optional support SLA
Status: INACTIVE unless completed and signed by both parties. If no SLA is agreed, mark this section NOT AGREED. No standard uptime guarantee applies.
Covered service/version and environment: [complete]. Named responder and backup, staffed hours, time zone and contact channels: [complete].
Severity definitions and response targets: [complete]. Resolution targets, if any: [complete separately]. State whether each target is binding or a planning goal.
Availability target, measurement source, denominator, reporting period and permitted exclusions: [not agreed, or complete]. Maintenance notice and windows: [complete].
Remedies, credit calculation and maximum credits: [not agreed, or complete]. Define treatment of an unpaid pilot and preserve mandatory rights.
Dependencies, monitoring gaps and escalation: [complete]. This SLA provides no safety control, emergency response or guarantee that a robot stops.
SLA acceptance: provider [name, signature, date]. customer [name, signature, date]. Without these signatures this section remains inactive.
I. Project signatures
Cancellation notice and payment consequences: [complete]. Dispute forum departures, if any: [complete]. Confirm all schedules and referenced attachments are complete.
Both parties confirm they received the dated terms and agree the completed scope and schedules. No approval or signature has been supplied in this template.
Provider authorised signatory: [name, signature, date]. Customer authorised signatory: [name, role, signature, date].
Owner/operator/organiser permissions, where needed: [separate written references]. Version of template: 2026-11-07.