Terms of Service

Terms of Service

Effective Date: December 17, 2025
Last Updated: December 17, 2025

1. Agreement to Terms

Welcome to Gestlat ThinkLab. These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Gestlat ThinkLab ("Company," "we," "us," or "our") regarding your use of our website, services, and products.

By accessing or using our services, you agree to be bound by these Terms. If you do not agree, do not use our services.

Where a signed agreement applies. Some customers sign a Master Subscription and Services Agreement, an Order Form or another written agreement with us. Where that is the case, that signed agreement governs the relationship between us, and these Terms apply only so far as they do not conflict with it. These Terms govern in full where no such agreement has been signed.

2. Definitions

• "Services" means all services provided by Gestlat ThinkLab, including but not limited to: Realtime MEAL, DataOps & BI, Market Research, Technology as a Service, Digital Presence services, AI/ML solutions, Training, and Support services.
• "Products" means software applications (360° systems) and hardware sold through our App Store and Shop.
• "Website" means gestlatthinklab.com and all associated subdomains.
• "Account" means your registered user account with Gestlat ThinkLab.
• "Content" means text, images, data, software, and other materials available through our services.
• "User Content" means content you upload, submit, or transmit through our services.

3. Eligibility

3.1 Age Requirements

You must be at least 18 years old to use our services. By using our services, you represent that you meet this age requirement.

3.2 Legal Capacity

You represent that you have the legal capacity to enter into binding contracts in your jurisdiction.

3.3 Business Use

If you are using our services on behalf of a business or organization, you represent that you have authority to bind that entity to these Terms.

4. Account Registration and Security

4.1 Account Creation

To access certain features, you must create an account by providing:

• Accurate and complete information
• Valid contact details
• Truthful business information (if applicable)

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your password
• All activities under your account
• Notifying us immediately of unauthorized access
• Using strong, unique passwords

We are not liable for losses resulting from unauthorized use of your account.

4.3 Account Suspension

We reserve the right to suspend or terminate accounts that:

• Violate these Terms
• Engage in fraudulent activities
• Pose security risks
• Remain inactive for extended periods

5. Services and Products

5.1 Service Descriptions

We strive to provide accurate descriptions of our services and products. However:

• Features and availability may change
• Services are provided "as is" with updates and improvements
• Specific features may vary by subscription tier

5.2 Free Trials

Some services offer free trials:

• Trial duration is specified at signup
• Credit card may be required
• Automatic conversion to paid subscription unless cancelled
• Trial terms may vary by product

5.3 Service Modifications

We may:

• Modify, suspend, or discontinue services with reasonable notice
• Update features and functionality
• Change pricing with 30 days' notice for existing subscribers

5.4 Third-Party Integrations

Our services may integrate with third-party applications. We are not responsible for third-party service availability, performance, or terms.

6. Pricing and Payment

6.1 Pricing

• All prices are in Ugandan Shillings (UGX) unless otherwise stated
• Prices exclude applicable taxes unless specified
• We may review subscription prices once in any 12-month period, taking effect at your next renewal, on at least 60 days' written notice. Any increase will not exceed 10% of the fees for the previous term for the same services and number of users. This does not apply where you increase your usage or purchase additional services.
• Promotional pricing is subject to terms and availability

6.2 Payment Terms

• Payment is due as specified in your service agreement
• Accepted payment methods: Mobile Money, Bank Transfer, Credit/Debit Cards
• Recurring subscriptions are billed automatically
• Currency conversion fees (if applicable) are your responsibility

6.3 Billing Cycles

• Software Subscriptions: Monthly or annual (as selected)
• Per-Student Pricing (Shule360): Per term
• Consulting Services: As agreed in proposal
• Hardware: Payment before delivery

6.4 Late Payment

• Late payments may incur fees of 2% per month
• Where an undisputed invoice remains unpaid 30 days after its due date, we may suspend the Services, provided we have first given you at least 10 days' written notice of the intended suspension. Your data is not deleted during a suspension, and access is restored within one business day of payment.
• Access restored upon payment of outstanding amounts plus late fees

6.5 Refunds

Refunds are subject to our Return and Refund Policy. Generally:

• Software: 30-day satisfaction guarantee (conditions apply)
• Hardware: Return within 14 days if defective
• Consulting services: Non-refundable once work commences

6.6 Taxes

You are responsible for all applicable taxes (VAT, withholding tax, etc.) except taxes on our income.

7. Intellectual Property Rights

7.1 Our Intellectual Property

All content, features, and functionality of our services are owned by Gestlat ThinkLab and protected by:

• Copyright laws
• Trademark laws
• Trade secret laws
• Other intellectual property rights

You may not:

• Copy, modify, or distribute our software
• Reverse engineer or decompile our applications
• Remove proprietary notices
• Use our trademarks without permission

7.2 License to Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use our services for your internal business purposes
• Use our software products according to your license agreement
• Download and use documentation for your use of services

7.3 User Content Ownership

You retain ownership of content you upload or create using our services. However, you grant us:

• A license to host, store, and process your content as necessary to provide services
• The right to use anonymised, aggregated data for analytics and improvement. Anonymised and aggregated data never identifies you, your users or any individual. We do not use your data, or output generated from it, to train, fine-tune or improve any artificial intelligence model, and we require any AI provider used in delivering the Services to be bound by the same restriction. You may ask us in writing to exclude your data from anonymised analytics entirely, and we will do so.
• Permission to showcase your use case (with approval) in marketing materials

7.4 Feedback

Any feedback, suggestions, or ideas you provide become our property without compensation or attribution obligations.

8. User Responsibilities and Prohibited Conduct

8.1 Acceptable Use

You agree to use our services:

• In compliance with all applicable laws
• For lawful business purposes only
• In accordance with these Terms
• Respecting the rights of others

8.2 Prohibited Activities

You may NOT:

• Use services for illegal activities
• Violate intellectual property rights
• Transmit viruses, malware, or harmful code
• Attempt unauthorized access to systems
• Interfere with service operation
• Harass, abuse, or harm others
• Impersonate others or misrepresent affiliations
• Scrape, data mine, or harvest information
• Resell services without authorization
• Use services to compete with us
• Share login credentials with unauthorized users
• Sublicense software without permission

8.3 Consequences of Violations

Violations may result in:

• Immediate account suspension
• Termination of services
• Legal action
• Liability for damages

9. Data Protection and Privacy

Which law applies. We handle personal data in accordance with the data protection law of the country in which we are established and, for each engagement, the data protection law of the host country in which you operate and the project is delivered. Before processing begins, the applicable framework is identified jointly by our compliance function and yours, recorded in the Data Processing Agreement for that engagement, and any registration, notification or location requirement it imposes is completed first. Where two requirements differ, we apply the stricter. Full detail is in our Data Protection Policy.

Your use of our services is governed by our Privacy Policy, which is incorporated into these Terms by reference.

Key points:

• We process your data as described in our Privacy Policy
• You control your business data in our software
• We implement security measures to protect data
• We back up your data as set out in our Service Level Agreement, and you can export a complete copy of your data at any time. Where your own record-keeping obligations require you to hold copies independently, for example tax records, keeping those copies remains your responsibility.
• For MEAL and consulting services, specific Data Processing Agreements (DPAs) may apply

On request we issue a signed Data Protection and Security Assurance Statement for your engagement, setting out the particulars that apply to it. Our Data Processing Agreement remains the contractual instrument.

10. Service Level and Support

10.1 Support Services

Support availability varies by service tier:

• Standard Support: Email support, 24-48 hour response
• Priority Support: Email + phone, 12-24 hour response
• Enterprise Support: Dedicated account manager, 4-hour response

10.2 Service Availability

• We target 99.5% uptime for our software services
• Scheduled maintenance will be announced in advance
• Emergency maintenance may occur without notice
• See our Service Level Agreement (SLA) for details

10.3 Technical Support Limitations

Support does not include:

• Custom development or modifications
• Third-party software troubleshooting
• Training beyond documented features
• Data migration from other systems (unless contracted separately)

11. Warranties and Disclaimers

11.1 Limited Warranty

We warrant that:

• Services will substantially conform to documentation
• We have the right to provide the services
• Services will be provided with reasonable skill and care

11.2 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Merchantability or fitness for a particular purpose
• Non-infringement
• Uninterrupted or error-free operation
• Accuracy or reliability of results
• Security or data integrity

11.3 No Guarantee of Results

We do not guarantee:

• Specific business outcomes or revenue
• Compatibility with all systems
• That services meet your specific requirements
• That all errors will be corrected

12. Limitation of Liability

12.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES, IN ANY 12-MONTH PERIOD, SHALL NOT EXCEED THE TOTAL AMOUNTS PAID AND PAYABLE BY YOU IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

This limit does not apply to: fraud or fraudulent misrepresentation; death or personal injury caused by negligence; your obligation to pay fees; a party's deliberate infringement or misuse of the other party's intellectual property; or any liability that cannot be limited by law.

12.2 Excluded Damages

WE SHALL NOT BE LIABLE FOR:

• Indirect, incidental, or consequential damages
• Loss of profits, revenue, or business opportunities
• Loss of data or information, except where the loss results from our failure to perform the backup and recovery commitments in our Service Level Agreement
• Business interruption
• Reputational harm
• Cost of substitute services

EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Exceptions

Nothing in these Terms limits liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Gross negligence or willful misconduct
• Violations of applicable consumer protection laws

12.4 Force Majeure

We are not liable for delays or failures due to circumstances beyond our reasonable control, including:

• Natural disasters
• War, terrorism, or civil unrest
• Government actions or regulations
• Internet service provider failures
• Power outages
• Pandemics or epidemics

13. Indemnification

You agree to indemnify, defend, and hold harmless Gestlat ThinkLab, its officers, directors, employees, and agents from all claims, damages, losses, and expenses (including legal fees) arising from:

• Your violation of these Terms
• Your violation of any laws or regulations
• Your misuse of services
• User Content you submit
• Your infringement of third-party rights
• Your business operations using our services

14. Term and Termination

14.1 Term

These Terms remain in effect while you use our services.

14.2 Termination by You

You may terminate at any time by:

• Canceling subscriptions through your account
• Contacting customer support
• Following cancellation procedures in your service agreement

Cancellation does not entitle you to refunds except as specified in our Return and Refund Policy.

14.3 Termination by Us

We may suspend or terminate your access:

• Immediately for violations of these Terms
• We may terminate your access for convenience on 90 days' written notice. Where we do, we will refund the pro-rata portion of any fees you have paid for the period after termination, and you will have the full export period in section 14 to retrieve your data. We will not terminate for convenience during an agreed implementation.
• Immediately for non-payment after grace period
• If required by law or court order

14.4 Effects of Termination

Upon termination:

• Your right to use services ceases immediately
• You must pay all outstanding amounts
• We may delete your data after 30 days (backup copies retained as legally required)
• You must stop using our software and return/destroy copies
• Provisions that by nature should survive will remain in effect

14.5 Data Export

You can export your data before termination. After termination, we may charge a fee for data retrieval.

15. Dispute Resolution

15.1 Governing Law and Forum

Where you have signed an agreement with us for a specific engagement, the governing law and the forum for disputes are those stated in that agreement. They are settled when the engagement is set up, taking account of where you operate and where the project is delivered.

Where no such agreement has been signed, these Terms are governed by the law of the country in which Gestlat ThinkLab Limited is established, and the courts of that country have jurisdiction.

Where you are established in a different country from us, either party may instead refer a dispute to arbitration by a single arbitrator, seated in the country in which Gestlat ThinkLab Limited is established, conducted in English, under the rules of an arbitral institution agreed between us or, failing agreement, appointed by the appointing authority of that seat. The parties choose arbitration in that case so that any award is enforceable where the other party's assets are, under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Nothing in this clause prevents either party from applying to any court of competent jurisdiction for urgent interim relief, or Gestlat ThinkLab from bringing proceedings to recover undisputed fees.

15.2 Informal Resolution

Before initiating formal proceedings, you agree to:

• Notify us in writing of the dispute
• Attempt good-faith negotiation for 30 days
• Participate in mediation if requested

16. General Provisions

16.1 Entire Agreement

These Terms, along with our Privacy Policy, SLA, and product-specific agreements, constitute the entire agreement between you and Gestlat ThinkLab.

16.2 Amendments

We may update these Terms. We will publish the updated version on this page. Changes that do not materially affect your rights take effect when published. Changes that materially affect your rights take effect 30 days after we notify you by email or by a prominent notice on the website, and if you do not accept them you may terminate your subscription before they take effect and receive a refund of fees paid for any unused period. Continued use after changes constitutes acceptance.

For material changes:

• We will notify you via email or website notice
• You have 30 days to object
• Objection requires termination of services

16.3 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect. Unenforceable provisions will be modified to be enforceable while reflecting original intent.

16.4 Waiver

Our failure to enforce any right or provision does not constitute a waiver of that right.

16.5 Assignment

You may not assign or transfer these Terms without our written consent. We may assign these Terms without restriction.

16.6 No Third-Party Beneficiaries

These Terms do not create rights for any third parties.

16.7 Notices

Legal notices must be sent to:

• Email:[email protected]
• Address: Gestlat ThinkLab Limited, P.O. Box 120356, Wakiso, Uganda

Notices to you will be sent to the email address on your account.

16.8 Language

These Terms are provided in English.

16.9 Headings

Section headings are for convenience only and do not affect interpretation.

17. Special Terms for Specific Services

17.1 Software Products (360° Systems)

See the Software License Agreement (EULA) for additional terms governing use of our business management systems.

17.2 Hardware Products

Hardware purchases are subject to our Return and Refund Policy and come with manufacturer warranties as specified.

17.3 Consulting Services

Consulting engagements are governed by these Terms plus specific Statements of Work (SOWs) or Service Agreements.

17.4 Training and Courses

Course registrations are subject to course-specific terms provided at enrollment.

17.5 MEAL Services

MEAL implementations include Data Processing Agreements (DPAs) specifying roles and responsibilities.

18. Contact Information

For questions about these Terms:

Legal Department

• Email:[email protected]
• Phone: +256 706 107619
• Address: Gestlat ThinkLab Limited, P.O. Box 120356, Wakiso, Uganda

Customer Support

• Email:[email protected]
• Phone: +256 706 107 619
• Hours: Monday-Friday, 8:00 AM - 6:00 PM EAT

19. Acknowledgment

BY USING GESTLAT THINKLAB SERVICES, YOU ACKNOWLEDGE THAT:

1. You have read and understood these Terms
2. You agree to be bound by these Terms
3. You meet the eligibility requirements
4. You have authority to enter this agreement (if representing a business)

Last Updated: December 17, 2025
Effective Date: December 17, 2025

Version: 1.0