Terms of service

About these terms

These terms of service (these terms) govern your use of NetLife AI, the asset lifecycle intelligence platform for telecom network operators, and of this website. NetLife AI is provided by NetLife Systems Inc. (NetLife, we, us or our).

NetLife AI is a service for businesses. In these terms, the customer is the organisation that subscribes to it, and you means the customer and, where it fits, each person the customer allows to use it. If you accept these terms on behalf of an organisation, you confirm that you have the authority to bind it.

By using the service or this website, you agree to these terms. If you do not agree, please do not use them.

If you only visit this website, the sections on our intellectual property, third-party services and other websites, warranties and disclaimers, limitation of liability, and governing law apply to you.

Your agreement with us

Most customers sign a written agreement with us, such as a master services agreement, an order form or a statement of work, and often a data processing agreement as well. Where you have one, it works together with these terms, and these are read in this order:

1. your data processing agreement, for anything about personal information;
2. your signed agreement and order forms;
3. these terms;
4. our privacy policy and any product documentation we give you.

If two of them conflict, the one higher in the list wins. Terms printed on a purchase order, or in a supplier portal you ask us to use, do not apply unless we agree to them in writing.

If you buy NetLife AI through our sister company GSM Systems or another authorised partner, your agreement with that partner sets the fees and commercial terms. NetLife provides and operates the service, and these terms apply to your use of it.

The service

NetLife AI brings an operator’s equipment, inventory, fault and site data into one place, standardises it, and helps your teams ask questions about it, schedule reports and alerts, and look up equipment and part codes. The service is the software together with the work of NetLife’s team, who set up your data sources, onboard and treat your data, configure the analysis you agree with us, and support your users.

Your order form sets out what you subscribe to, including any data sources, users, services or support levels. Features that are not in your order form may not be available to you.

Pilots, trials and previews

We sometimes offer a pilot, a trial or an early preview of a feature. Unless we agree otherwise in writing, these are provided as they are, for evaluation, and may change or end at any time. They do not come with any service levels.

What this website describes

This website explains what NetLife AI does. Its maps, charts, questions and answers are illustrative examples, not commitments about any particular result, feature or timetable. Figures in case studies come from the study they describe, and results will differ from one network to another. What we commit to is set out in your signed agreement and order form.

Accounts and users

The customer decides who in its organisation may use the service, and its administrators can add and remove users and set what each one can do. Each user signs in with their own work email address. Accounts are personal: they must not be shared.

The customer is responsible for:

• making sure its users are authorised and follow these terms;
• removing a user’s access promptly when they no longer need it;
• keeping sign-in details and the devices users sign in from secure; and
• everything done through its users’ accounts.

Tell us straight away at support@netlife.ai if you think someone has used an account without permission.

Members of NetLife’s team access your organisation’s workspace only to provide, support and secure the service, or when you ask us to.

Acceptable use

You agree to use the service only for your organisation’s internal business purposes and in line with the law. You must not, and must not help anyone else to:

• send us data that you do not have the right to share, or that breaks the law or anyone else’s rights;
• try to reach data, accounts or parts of the service you are not authorised to use, or get around the service’s access controls or limits;
• try to reverse a protection applied to data, or to identify people from data that has been treated to protect them;
• probe, scan or test the service’s security, except under a testing arrangement agreed with us in writing;
• upload malicious code, or write instructions into data or documents meant to make the service behave in ways you are not permitted to make it behave;
• interfere with the service or its performance, or put an unreasonable load on it;
• copy, modify, decompile or reverse engineer the service, except where the law allows this despite this restriction;
• resell, sublicense or make the service available to anyone outside your organisation, unless your agreement allows it;
• use the service, or what it produces, to build a competing product or to train a competing AI model;
• scrape or bulk-copy the part-code reference data, except as your agreement allows; or
• use the service in breach of export control or sanctions laws that apply to you or to us.

Your data

Customer data means the data and files you or your systems send to the service, the documents your users add, the questions they ask, and the results the service produces from them for you.

You own it

As between you and us, the customer owns its customer data. We claim no ownership of it.

What you allow us to do with it

You give us permission to receive, store, copy, transform, analyse and display customer data only as needed to provide, support and secure the service for you, to follow your instructions, and to meet our legal obligations. We do not sell customer data, and we do not use it to train AI models, ours or anyone else’s.

How it reaches us

Customer data can arrive by email from senders you verify, by secure file transfer, by a direct connection to your systems, or by file upload. NetLife’s team sets up each source with you. Every delivery is logged, and if a delivery turns out to be wrong, we can retract it and restore the data as it was before.

Sensitive data

Where sensitive data handling is set up for your data sources, columns that look sensitive are detected before your data is loaded. NetLife’s team proposes a treatment for each one, such as removing, rounding, redacting or replacing values with tokens, and records the treatments in a data schedule that you sign off. A new sensitive column is held back until you have signed off its treatment. Original raw files are erased once the treated data has loaded.

Where values are replaced with tokens, your organisation creates the key used to make them. The service stores it encrypted, no screen or interface returns it, and no NetLife person sees it. If you want to match tokens to your own records later, keep your own secure copy of the key: with it and your original records, you can work out which value each token stands for. Once the key is erased from the service, it cannot be recovered from us.

You decide what data to send us. Please send only what the analysis needs, and tell us about anything especially sensitive before you send it.

Personal information

For personal information within customer data, the customer decides what is shared and why, and we process it on the customer’s behalf and on its instructions. Our privacy policy and any data processing agreement between us explain how we handle it, including the service providers we use and where data is processed. You are responsible for having a lawful basis to share it with us and for giving any notices your law requires.

Security

We protect customer data with administrative, technical and physical safeguards suited to its nature, and we keep each customer’s data separate. Access is enforced by the platform’s own rules, by organisation and by role. If we become aware that customer data has been accessed without authorisation, we will tell you without undue delay and work with you to deal with it. Our trust page gives an overview; your agreement, these terms and any data processing agreement are what bind us.

Service information

We collect information about how the service runs, such as usage counts, performance and error records, set up to leave out the content of customer data. We use it to operate, secure and improve the service.

AI and outputs

The service uses AI models to help map and onboard data, answer questions, prepare analysis and describe equipment. We send AI requests only to providers that neither train on nor keep the data in them, except for the optional features described below. Questions to the assistant run read-only: the assistant can read your organisation’s data, within each user’s permissions, but cannot change it.

Check outputs before relying on them

AI can be wrong. Answers, summaries, matches, reports and alerts produced by the service can be inaccurate or incomplete, and they depend on the quality of the data you send. They are there to support your teams’ judgement, not to replace it. Check anything important before you act on it, and decide for yourself what to do. Where an answer draws on your data, your users can see the queries it ran.

People approve what runs

Scheduled reports and alerts run only after a person in your organisation has approved them, and each one names its owner. The customer is responsible for the decisions it makes using the service, including what it buys, moves, repairs, redeploys or retires.

Who owns outputs

As between you and us, outputs produced from your customer data are yours, and you may use them for any lawful purpose. Outputs may resemble ones produced for other customers, and the service’s own reference content within an output, such as part codes and equipment descriptions, stays ours and is licensed to you as part of the service.

Optional features

Some features rely on third-party services. For example, if the assistant’s web search is used, the search query is sent to a third-party search service, and if a user dictates a question, the recording is sent to a speech-to-text service. Neither is covered by the no-training, no-retention routing above. Your organisation can ask us to switch web search off.

Our intellectual property

NetLife and its licensors own the service and everything in it that is not customer data: the software, the platform’s design, its documentation, the part-code catalogue and other reference data, the methods and know-how of our team, and this website. These terms give you no rights in them other than the right to use the service as your agreement allows.

While your subscription lasts, we give the customer a non-exclusive, non-transferable right for its users to use the service for its internal business purposes, under these terms and its agreement.

NetLife, NetLife AI and our logos are our trade marks. You may not use them without our written permission.

Feedback

If you send us ideas, suggestions or comments about the service, we may use them to improve it without owing you anything. We will not identify you, or share your confidential information or customer data, in doing so.

Third-party services and integrations

We use carefully chosen service providers to host and run the service, including AI model providers that do not train on or keep your data. They are bound by written terms that protect your data, and our privacy policy and data processing agreement say more about them. We remain responsible for the service we provide to you.

The service can also connect to systems you choose, such as your asset, inventory or service-management systems, to receive data from them or to send results back to them. When you ask us to set up a connection, you authorise the service to exchange data with that system as configured, and you are responsible for the access you grant and for having the right to use that system in this way. Systems run by others are governed by your agreements with them, and we are not responsible for their availability or for what they do with data once it reaches them.

This website may link to websites run by others. We are not responsible for their content or their practices.

Confidentiality

Each of us may receive the other’s confidential information: anything that is marked as confidential or that a reasonable person would understand to be confidential. The customer’s confidential information includes its customer data. Ours includes the non-public parts of the service, our pricing and these terms as negotiated with you.

The one who receives confidential information will:

• use it only to perform or benefit from the agreement between us;
• protect it with at least reasonable care; and
• share it only with its own people, advisers and service providers who need it for that purpose and are bound by confidentiality duties at least as protective as these.

This does not cover information that is or becomes public through no fault of the one who received it, that it already knew or developed independently, or that it lawfully received from someone else without a duty of confidence. If the law or a court requires disclosure, the one who must disclose will tell the other first where the law allows, and disclose only what is required.

These duties last while the agreement is in place and for five years after it ends, and for as long as the information remains a trade secret, or, for customer data, for as long as we hold it.

Fees and payment

Fees, billing periods and payment terms are set out in your order form. Unless it says otherwise, we invoice in advance and invoices are due within 30 days of their date.

Fees do not include taxes, duties or similar charges. The customer pays any that apply, other than taxes on our income. If the law requires the customer to withhold tax from a payment, it will increase the payment so that we receive the amount we would have received without the withholding, unless your agreement says otherwise.

If an invoice is disputed in good faith, tell us within 15 days of receiving it and pay the undisputed part. If an undisputed amount is more than 30 days overdue, we may suspend the service after giving you at least 10 days’ written notice.

Suspension

We may suspend some or all access to the service if we reasonably believe that:

• its use poses a security risk to the service, to you or to other customers;
• it is being used in breach of the acceptable use rules above;
• we must suspend it to comply with the law; or
• an undisputed amount is overdue, as explained under fees and payment.

We will limit a suspension to what is needed, tell you in advance where we reasonably can, and restore access once the cause is resolved. Suspension does not delete your data.

Term and termination

Your subscription lasts for the term in your order form and renews only as your order form says. Either of us may end the agreement by written notice if the other:

• materially breaches it and does not put the breach right within 30 days of being told about it; or
• becomes insolvent, enters administration or liquidation, or stops carrying on business.

If you end the agreement because we breached it, we will refund any fees you prepaid for the period after it ends.

Getting your data back

Before your data is erased, we will export a copy of your treated datasets for you on request. Ask us before your subscription ends, or within 30 days after it ends. Raw files that were erased after treatment cannot be returned.

After that, or sooner if you instruct us in writing, we erase all the customer data your organisation holds on the service, including its tokenisation key, and confirm the erasure to you in writing within 30 days. Copies in our backups expire within a further 35 days, and erased data is never restored from a backup into the live service. We may keep a record of what was erased and when, and anything the law requires us to keep.

What happens when the agreement ends

Your users’ access ends, and the customer pays any fees owed up to the end date. The sections on your data, AI and outputs, our intellectual property, feedback, confidentiality, fees owed, warranties and disclaimers, limitation of liability, indemnities, governing law and general terms continue to apply.

Warranties and disclaimers

Each of us confirms that it has the authority to enter into the agreement. We will provide the service with reasonable skill and care, and in line with the law that applies to us as its provider. The customer confirms that it has the rights and permissions needed to share customer data with us and to let us process it as these terms describe.

If the service does not perform as your agreement says, tell us and we will work to fix it. If we cannot fix it within a reasonable time, either of us may end the affected order and we will refund fees you prepaid for the remaining period.

Apart from what these terms and your agreement say expressly, the service, its outputs and this website are provided as they are and as available. To the extent the law allows, we give no other warranties, express or implied, including any about merchantability, fitness for a particular purpose, accuracy or non-infringement. We do not promise that the service will be uninterrupted or free of errors, or that its outputs will be accurate, complete or suitable for a particular decision.

Limitation of liability

To the extent the law allows, neither of us is liable to the other for any indirect, incidental, special, consequential or punitive loss, or for any loss of profits, revenue, business, goodwill or anticipated savings, however it arises, even if it was foreseeable.

To the extent the law allows, each party’s total liability arising out of or in connection with the agreement, in any twelve-month period, is limited to the fees the customer paid and owed for the service in the twelve months before the event giving rise to the claim. Where no fees are payable, such as during a free pilot or trial, our total liability is limited to one hundred US dollars.

For each party’s obligations under the indemnities below, and for a breach of its data protection obligations, its total liability in any twelve-month period is instead limited to twice the amount of the limit above.

These limits do not apply to:

• the customer’s obligation to pay fees;
• fraud, gross negligence or wilful misconduct; or
• any liability that cannot be limited or excluded by law.

Indemnities

Ours

We will defend the customer against any claim by a third party that the service, as we provide it, infringes that party’s intellectual property rights, and pay the damages and costs finally awarded or agreed in settlement. This does not cover claims caused by customer data, by changes or combinations we did not make or approve, by third-party services the customer chose, or by use in breach of these terms.

If the service is, or we think it may be, subject to such a claim, we may obtain the right for you to keep using it, change it so that it no longer infringes, or, if neither is reasonably possible, end the affected order and refund fees prepaid for the remaining period. This section sets out our whole responsibility for infringement claims.

Yours

The customer will defend us against any claim by a third party arising from customer data, or from the customer’s or its users’ use of the service in breach of these terms or the law, and pay the damages and costs finally awarded or agreed in settlement.

How claims are handled

The party seeking protection must tell the other promptly about the claim, let it control the defence and any settlement, and give reasonable help at its cost. No settlement that admits fault for, or imposes an obligation on, the protected party may be made without its consent, which it will not unreasonably withhold.

Changes to the service and these terms

We improve NetLife AI all the time, and we may add, change or remove features. If a change would materially reduce the service you subscribe to during your current term, we will tell you in advance. If it harms you materially, you may end the affected order and we will refund fees you prepaid for the remaining period.

We may update these terms from time to time, and we will change the date at the top of this page when we do. If a change is material, we will tell customers at least 30 days before it takes effect, by email or in the service. Continuing to use the service after a change takes effect means accepting it. A change to these terms does not alter a signed agreement unless both of us agree to it in writing.

Governing law and disputes

If your signed agreement names a governing law and a way of resolving disputes, that applies. Otherwise, these terms and any dispute arising from them are governed by the laws of the State of Florida, United States, without regard to its conflict-of-laws rules, and the state and federal courts located in Miami-Dade County, Florida, have exclusive jurisdiction.

Before starting formal proceedings, each of us will try in good faith to settle a dispute by referring it to senior representatives, who will meet within 30 days of a written request. Either of us may still ask a court for urgent relief, for example to protect confidential information or intellectual property.

General

• Whole agreement. These terms, with the documents listed under your agreement with us, are the whole agreement between us about the service, and replace anything discussed or agreed before about the same subject.
• Assignment. Neither of us may transfer the agreement without the other’s written consent, which will not be unreasonably withheld, except to a successor in a merger, acquisition or sale of all or most of the relevant business, with written notice.
• Events beyond our control. Neither of us is responsible for a delay or failure caused by events beyond its reasonable control, other than a failure to pay.
• Publicity. We will not name the customer as a customer, or use its name or logo, without its written permission.
• Notices. Notices under these terms must be in writing. We will send notices to the contact details in your agreement or account. Send notices to us at support@netlife.ai, or to the address in your agreement.
• Compliance. Each of us will comply with the laws that apply to it in connection with the service, including anti-corruption, export control and sanctions laws.
• Relationship. We are independent contractors. Nothing in these terms creates a partnership, joint venture, agency or employment relationship.
• No third-party rights. Only the customer and NetLife have rights under these terms.
• Severability and waiver. If a court finds part of these terms unenforceable, the rest continues to apply. Not enforcing a right straight away does not give it up.
• Language. These terms are written in English. If they are translated, the English version applies.

Contact us

If you have a question about these terms, write to us at support@netlife.ai, or speak to your NetLife account contact.