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Valid from: 11 March 2026
These General Terms and Conditions ("T&C") govern the contractual relationship between Kolsetu GmbH ("Kolsetu", "we", "us") and the Customer ("Customer", "you") for access to and use of the Elba AI voice automation platform and associated services ("Services"). They apply to both the Enterprise subscription track (accepted via a signed Order Form) and the Self-Serve subscription track (accepted via online account registration and checkout).
These T&C form the commercial spine of the Agreement. Product-specific terms, service levels, feature availability, platform modifications, and track-specific conditions are set out in the applicable Elba Service Terms - either the Elba Enterprise Service Terms or the Elba Self-Serve Terms - which are incorporated into the Agreement by reference. In the event of conflict, the Elba Service Terms take precedence over these T&C for product-specific matters; these T&C take precedence in all other respects.
Kolsetu contracts exclusively with businesses (§ 14 BGB). By entering into the Agreement, the Customer represents and warrants that it is acting in its capacity as a business and not as a consumer.
In these T&C, the following terms have the meanings set out below. Terms used but not defined here have the meanings given in the applicable Elba Service Terms or the Data Processing Agreement.
Agreement | These T&C, the applicable Elba Service Terms (Enterprise or Self-Serve), the Data Processing Agreement, and, where executed, the Order Form. |
Confidential Information | Any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including technical, commercial, financial, and operational information. |
Customer Data | All data, content, and materials submitted by the Customer or its Users to the platform in connection with use of the Services. |
Documentation | Technical and operational documentation for the Services made available by Kolsetu from time to time. |
Elba | Kolsetu's proprietary AI voice automation platform, including all associated modules, features, APIs, and interfaces. |
Fees | All charges payable by the Customer for the Services as set out in the Order Form or Self-Serve checkout, including subscription fees and usage-based charges. |
Intellectual Property Rights | All patents, copyrights, trademarks, trade secrets, database rights, and all other intellectual property rights, whether registered or unregistered, anywhere in the world. |
Order Form | A written order document executed by both parties that incorporates these T&C and the Elba Enterprise Service Terms, specifying the Services, Fees, and other commercial terms for Enterprise customers. |
Services | The Elba platform and all associated services provided by Kolsetu under the Agreement, as described in the applicable Elba Service Terms. |
Subscription Term | The period during which the Customer is entitled to access and use the Services, as specified in the Order Form or Self-Serve checkout confirmation. |
Users | The Customer's employees, contractors, and authorised personnel who access the Services on the Customer's behalf. |
Licensor | Encompasses 3rd party software licenses used within the Elba platform. |
For Enterprise customers, the Agreement is formed upon execution of an Order Form by both parties. For Self-Serve customers, the Agreement is formed upon the Customer completing account registration and accepting these T&C and the Elba Self-Serve Terms during the online checkout process. Kolsetu's acceptance of a Self-Serve order is confirmed by the provision of account access credentials.
These T&C apply exclusively. Any general terms and conditions of the Customer are expressly excluded and shall have no effect, even if Kolsetu does not expressly object to them in a specific instance.
Kolsetu shall make the Services available to the Customer during the Subscription Term in accordance with the Agreement. Kolsetu provides the Services as a software-as-a-service offering; no software is installed on the Customer's systems. The specific features, service levels, support entitlements, platform modification rights, and other product-specific terms applicable to each subscription track are set out exclusively in the applicable Elba Service Terms.
Kolsetu may engage subcontractors and third-party providers in delivering the Services. Kolsetu remains responsible to the Customer for the performance of any obligations delegated to subcontractors. The engagement of sub-processors for the processing of personal data is governed by the Data Processing Agreement.
Subject to the Customer's compliance with the Agreement and timely payment of all Fees, Kolsetu grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services during the Subscription Term solely for the Customer's own internal business purposes.
The licence does not permit the Customer to: (a) copy, modify, adapt, translate, or create derivative works of the Services or any part thereof; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying models, algorithms, or architecture of the Services by any means; (c) sublicence, resell, transfer, assign, or otherwise make the Services available to any third party, except as expressly permitted under a separate written reseller or partner agreement executed with Kolsetu; (d) use the Services to build, train, benchmark, or otherwise develop a product or service that competes with Elba or any Kolsetu offering; (e) use the Services in a manner that circumvents usage limits, access controls, or technical restrictions; or (f) remove, obscure, or alter any proprietary notices, trademarks, or labels on or within the Services.
All rights not expressly granted to the Customer are reserved by Kolsetu. The Customer acquires no ownership interest in the Services, the Elba platform, or any Kolsetu Intellectual Property Rights by virtue of the Agreement. Any use of the Services outside the scope of this licence is a material breach of the Agreement.
The Customer shall use the Services only for lawful purposes and in accordance with the Agreement and all applicable laws and regulations. The Customer shall not use the Services in any manner that: (a) infringes the Intellectual Property Rights or other rights of any third party; (b) transmits unlawful, harmful, defamatory, obscene, or otherwise objectionable content; (c) introduces malware, viruses, or other malicious code into Kolsetu's systems; (d) attempts to gain unauthorised access to Kolsetu's infrastructure, systems, or other customers' data; or (e) interferes with the operation, security, or integrity of the Services.
The Customer is responsible for maintaining the confidentiality of account credentials and for all activities that occur under its account. The Customer shall promptly notify Kolsetu of any known or suspected unauthorised access or security breach affecting its account. Kolsetu shall not be liable for any loss or damage arising from the Customer's failure to maintain adequate account security.
The Customer is responsible for ensuring that all Users comply with the Agreement. The Customer shall ensure that the number of Users does not exceed any limits set out in the Order Form or Self-Serve subscription. The Customer remains fully responsible for the acts and omissions of its Users in relation to the Services as if they were its own.
The Customer retains all rights in Customer Data. The Customer grants Kolsetu a limited licence to process Customer Data solely to the extent necessary to provide the Services in accordance with the Agreement. The Customer represents and warrants that it has all necessary rights, licences, and consents to submit Customer Data to the Services and that doing so does not infringe any applicable law or third-party rights. The Customer is solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data.
The Customer shall pay the Fees as set out in the Order Form (Enterprise) or Self-Serve checkout confirmation (Self-Serve). All Fees are quoted exclusive of VAT and any other applicable taxes, which shall be added at the applicable rate and are payable by the Customer. Fees are non-refundable except: (a) where Kolsetu terminates the Agreement for its own convenience pursuant to Section 13.3, in which case prepaid unused Fees shall be refunded on a pro-rata basis; or (b) as expressly required by applicable mandatory law.
Credit bundles purchased by the Customer do not expire at the end of the contract year in which they were purchased. Unused credits remain available for 24 months from the date of purchase, after which they are forfeited and non-refundable.
Enterprise customers shall pay invoices within 30 days of the invoice date unless otherwise agreed in the Order Form. Self-Serve customers are charged in accordance with the billing cycle selected at the time of registration.
Without prejudice to any other rights, if the Customer fails to pay any amount due by the due date, Kolsetu may: (a) charge statutory default interest under § 288 BGB from the due date; and (b) following at least 14 days' written notice, suspend access to the Services until all outstanding amounts, including accrued interest, are paid in full. Suspension of access does not relieve the Customer of its payment obligations. Kolsetu shall not be liable for any loss suffered by the Customer as a result of a suspension carried out in accordance with this section.
Kolsetu may adjust Fees at renewal with at least 60 days' prior written notice. If the Customer does not accept the adjusted Fees, it may terminate the Agreement effective at the end of the then current Subscription Term by providing written notice before the renewal date. Continued use of the Services after the renewal date constitutes acceptance of the adjusted Fees. For Enterprise customers, the 60-day notice requirement in this section does not apply to automatic fee adjustments made pursuant to a price indexation clause agreed in the Order Form.
Kolsetu and its licensors retain all Intellectual Property Rights in the Services, the Elba platform, all underlying technology, models, algorithms, training data, documentation, and any improvements, updates, enhancements, or derivative works thereof, whether developed independently or in connection with the Agreement. Nothing in the Agreement transfers, assigns, or licences any Kolsetu Intellectual Property Rights to the Customer beyond the limited access licence granted in Section 4.
The Customer retains all Intellectual Property Rights in Customer Data. Kolsetu acquires no right, title, or interest in Customer Data other than the limited processing licence granted under Section 5.4 and as required to perform its obligations under the Agreement.
If the Customer provides Kolsetu with feedback, suggestions, or ideas regarding the Services ("Feedback"), the Customer grants Kolsetu a perpetual, irrevocable, royalty-free, worldwide, fully sublicensable licence to use, reproduce, incorporate, modify, and commercialise such Feedback without restriction or any obligation - including financial obligation - to the Customer. The Customer waives any moral rights in Feedback to the fullest extent permitted by law. Feedback does not include Customer Data.
Kolsetu may collect, process, and use anonymised, aggregated data derived from the technical operation of the Services ("Usage Data") for the purposes of operating, maintaining, improving, and developing the Services and Kolsetu's products. Usage Data is processed in a manner that does not identify, and cannot reasonably be used to identify, the Customer or any individual. Usage Data does not constitute Customer Data, personal data under applicable data protection law, or Confidential Information of the Customer, and its use by Kolsetu is not subject to the restrictions of the Data Processing Agreement or these T&C. For the avoidance of doubt, nothing in this section permits the use of Customer Personal Data for AI model training or fine-tuning; such processing is expressly prohibited under the Data Processing Agreement and that prohibition is not affected by this section.
Each party ("Receiving Party") shall hold the Confidential Information of the other party ("Disclosing Party") in strict confidence and shall not disclose it to any third party without the Disclosing Party's prior written consent. The Receiving Party shall use the Confidential Information solely for the purposes of performing its obligations or exercising its rights under the Agreement, and shall protect it using at least the same degree of care it uses for its own confidential information of a similar nature, but no less than reasonable care.
The obligations of confidentiality do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure without restriction; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, or binding court order, provided that the Receiving Party gives the Disclosing Party prompt prior written notice where legally permitted and provides reasonable cooperation to seek a protective order or other remedy.
Confidentiality obligations survive termination of the Agreement for five years, except in relation to trade secrets, which shall remain confidential for as long as they qualify as trade secrets under applicable law.
The parties' respective obligations with respect to the processing of personal data are governed by the Data Processing Agreement concluded between the parties pursuant to Art. 28 GDPR, which forms part of the Agreement. The Data Processing Agreement constitutes the Art. 28 GDPR instrument between the parties and sets out the documented instructions of the Customer to Kolsetu as processor. In the event of conflict between these T&C and the Data Processing Agreement on matters of data protection, the Data Processing Agreement shall prevail. The Customer acknowledges that it acts as the data controller in respect of personal data submitted to the Services, and that Kolsetu acts as data processor on the Customer's documented instructions as set out in the Data Processing Agreement.
Kolsetu warrants that: (a) it has the right and authority to enter into the Agreement and to grant the licences set out herein; (b) the Services will perform materially in accordance with the Documentation during the Subscription Term; and (c) Kolsetu will implement and maintain appropriate technical and organisational measures to protect Customer Data as described in the Data Processing Agreement.
The Customer warrants that: (a) it has the right and authority to enter into the Agreement; (b) its use of the Services will comply with all applicable laws and regulations; and (c) Customer Data and its use in the Services will not infringe the rights of any third party.
Except as expressly set out in Section 10.1, the Services are provided "as is" and Kolsetu makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation. Kolsetu does not warrant that the Services will meet the Customer's specific requirements or that all defects will be corrected.
To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, or cost of substitute services, arising out of or in connection with the Agreement, regardless of whether such party has been advised of the possibility of such damages and regardless of the theory of liability.
Subject to Section 11.3, each party's total aggregate liability to the other arising out of or in connection with the Agreement - whether in contract, tort (including negligence), breach of statutory duty, or otherwise - shall not exceed the greater of: (a) the total Fees paid by the Customer in the 12 months immediately preceding the event giving rise to the claim; or (b) the annualised contract value as set out in the Order Form or Self-Serve checkout confirmation. For the avoidance of doubt, where multiple claims arise from the same or related circumstances, they shall be treated as a single claim for the purposes of this cap.
Nothing in these T&C limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct or gross negligence; (d) the Customer's payment obligations under Section 6; or (e) any liability that cannot be limited or excluded under applicable mandatory law.
Kolsetu shall defend, indemnify, and hold harmless the Customer from and against any third-party claim alleging that the Services, as provided by Kolsetu and used by the Customer strictly in accordance with the Agreement, infringe any third party's Intellectual Property Rights. Kolsetu's obligations under this section are conditional upon the Customer: (a) promptly notifying Kolsetu in writing of the claim; (b) granting Kolsetu sole and exclusive control of the defence, counterclaims, and settlement negotiations; and (c) providing all reasonable cooperation and assistance requested by Kolsetu at Kolsetu's cost. Kolsetu shall not enter into any settlement that imposes any liability, obligation, or admission of fault on the Customer without the Customer's prior written consent, which shall not be unreasonably withheld. If the Services are or are likely to become the subject of such a claim, Kolsetu may at its sole discretion: (i) modify the Services to avoid the alleged infringement; (ii) obtain a licence permitting the Customer's continued use; or (iii) terminate the affected Services and refund prepaid unused Fees on a pro-rata basis. This Section 12.1 states Kolsetu's entire liability and the Customer's sole and exclusive remedy with respect to third-party IP claims.
Kolsetu has no indemnification obligation under Section 12.1 to the extent that a claim arises from: (a) Customer Data or the Customer's instructions; (b) the Customer's modification of the Services without Kolsetu's authorisation; (c) the combination of the Services with third-party products or services not provided or approved by Kolsetu; (d) the Customer's use of the Services after Kolsetu has provided a non-infringing alternative; or (e) the Customer's breach of the Agreement.
The Customer shall defend, indemnify, and hold harmless Kolsetu from and against any third-party claim arising from: (a) the Customer's breach of the Agreement; (b) Customer Data infringing the rights of a third party; (c) the Customer's use of the Services in violation of applicable law; or (d) the acts or omissions of the Customer's Users.
The Agreement commences on the subscription start date confirmed in the Order Form or, for Self-Serve customers, the date of account activation, and continues for the Subscription Term. For Enterprise customers, the Agreement renews automatically for successive 12-month periods unless either party gives written notice of non-renewal at least 60 days before the end of the then current term. For Self-Serve customers, the Agreement renews automatically for successive periods equal to the billing cycle selected at the time of registration unless the Customer cancels before the end of the then-current period. Renewal pricing is governed by Section 6.4.
Either party may terminate the Agreement with immediate effect by written notice if the other party commits a material breach of the Agreement and fails to remedy that breach within 30 days of written notice specifying the breach in reasonable detail. Notwithstanding the foregoing, Kolsetu may terminate the Agreement with immediate effect, without any cure period, if: (a) the Customer fails to pay any amount due and does not remedy such failure within 14 days of written notice; (b) the Customer commits a material breach of Section 4 (Licence Grant), Section 5.1 (Acceptable Use), or Section 8 (Confidentiality); (c) the Customer infringes Kolsetu's Intellectual Property Rights; or (d) the Customer becomes insolvent, is subject to insolvency proceedings, has a receiver or administrator appointed, or ceases to carry on business. Either party may also terminate immediately if the other party becomes subject to any of the insolvency events described in (d) above.
Either party may terminate the Agreement for convenience by providing written notice of at least 60 days before the end of the then-current Subscription Term. If Kolsetu terminates for convenience mid-Subscription Term, it shall refund prepaid unused Fees on a pro-rata basis. If the Customer terminates for convenience mid-Subscription Term, no refund shall be due and all outstanding Fees for the remainder of the Subscription Term remain payable.
Upon termination or expiry of the Agreement for any reason: (a) all licences granted to the Customer cease immediately; (b) the Customer shall promptly cease all use of the Services and delete or return any Kolsetu Confidential Information in its possession; (c) each party shall, upon written request, return or certify the destruction of the other party's Confidential Information; and (d) Kolsetu shall preserve Customer Data and make it available for export for a period of 30 days following the termination date (the "Export Window"). The Customer is solely responsible for ensuring timely export of its data within the Export Window. Following expiry of the Export Window, Kolsetu shall delete all Customer Data within a further 30 days, in accordance with the Data Processing Agreement. Written confirmation of deletion is available on request. Kolsetu shall have no liability for Customer Data that is not exported within the Export Window. Where Kolsetu terminates for cause due to the Customer's material breach, Kolsetu reserves the right to shorten the Export Window to the minimum period required under applicable law. Termination does not affect any accrued rights or obligations of either party.
The following sections survive termination or expiry of the Agreement: Section 1 (Definitions), Section 4 (Licence Grant - restrictions only), Section 7 (Intellectual Property), Section 8 (Confidentiality), Section 9 (Data Protection), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13.4 (Effect of Termination), Section 14 (Governing Law and Dispute Resolution), and any other provisions that by their nature should survive.
These T&C and the Agreement are governed by the laws of the Federal Republic of Germany, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The parties shall attempt to resolve any dispute arising out of or in connection with the Agreement amicably through good-faith negotiations for a period of 30 days following written notice by either party identifying the dispute. If a dispute cannot be resolved within that period, the following forum applies:
Self-Serve customers: the exclusive place of jurisdiction for all disputes is the courts of Hamburg, Germany, regardless of the Customer's country of incorporation or domicile.
Enterprise customers with a registered seat or principal place of business in Germany: the exclusive place of jurisdiction is the courts of Hamburg, Germany.
Enterprise customers with a registered seat or principal place of business outside Germany: the dispute shall be finally settled under the Rules of Arbitration of the Vienna International Arbitral Centre (VIAC). The place of arbitration shall be Vienna, Austria. The language of the arbitration shall be English. The arbitral tribunal shall consist of one arbitrator unless the parties agree otherwise or the VIAC determines that the complexity of the dispute warrants three arbitrators. The arbitral award shall be final and binding on both parties.
Notwithstanding the foregoing, either party may seek interim or emergency injunctive relief from any court of competent jurisdiction to prevent irreparable harm - including to protect Intellectual Property Rights or Confidential Information - without prejudice to the dispute resolution mechanism above and without this constituting a waiver of arbitration.
The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and representations, whether written or oral. Any general terms and conditions of the Customer are expressly excluded and shall have no effect.
Kolsetu may amend these T&C at any time. For non-material amendments - including editorial corrections, clarifications, or changes required to comply with applicable law - the amended T&C take effect upon publication on www.kolsetu.com with written notice to the Customer. For material amendments - being those that alter the Customer's substantive rights or obligations, the scope of the licence, the liability cap, or the fee structure - the amended T&C take effect at the start of the Customer's next Subscription Term renewal, provided that Kolsetu has given at least 30 days' prior written notice. If the Customer does not accept a material amendment, it may terminate the Agreement effective at the end of the then-current Subscription Term by written notice before the renewal date; continued use after the renewal date constitutes acceptance.
The Customer may not assign or transfer the Agreement or any rights or obligations under it without Kolsetu's prior written consent. Kolsetu may assign the Agreement without consent in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets, provided the assignee assumes all of Kolsetu's obligations under the Agreement. Any purported assignment in breach of this section is void.
All formal notices under the Agreement shall be in writing and delivered by email or courier to the addresses set out in the Order Form or, for Self-Serve customers, the registered account email address and legal@kolsetu.com. Notices sent by email are deemed received on the day of transmission unless the sender receives an automated delivery failure notification.
Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemic or pandemic, war, civil unrest, cyberattacks by unaffiliated third parties, or binding action by a government or regulatory authority, provided that the affected party: (a) promptly notifies the other party; (b) uses reasonable efforts to mitigate the impact and resume performance; and (c) keeps the other party informed of its progress. If a force majeure event continues for more than 60 days, either party may terminate the Agreement on written notice without liability, except that the Customer shall remain liable for Fees for Services actually received.
No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right. A waiver of any specific breach shall not constitute a waiver of any subsequent or different breach. All waivers must be in writing to be effective.
If any provision of the Agreement is held to be invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
The parties are independent contractors. Nothing in the Agreement creates any partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other's behalf.
The Agreement does not confer any rights or remedies on any third party. No third party may enforce any provision of the Agreement under any applicable law.
These T&C are made available in English and German, both of which have been reviewed for legal accuracy. The English text is the authoritative version for all purposes, including interpretation, dispute resolution, and enforcement. Translations into other languages may be published for ease of reference only and have no legal effect. In the event of any inconsistency between the English text and any translation, the English text prevails.
For contractual enquiries, please contact:
Company | Kolsetu GmbH |
Address | Gaensemarkt 33, 20354 Hamburg, Germany |
Commercial Register | Amtsgericht Hamburg HRB 191266 |
General enquiries | |
Legal / contracts | |
Data protection |