Terms of service

Please read all these terms of and conditions

As we can accept your order and make a legally enforceable agreement without further reference to you, you must read these terms and conditions to make sure that they contain all that you want and nothing that you are not happy with. If you are not sure about anything, just phone or mail us oninfo@theroll.com.

Last Updated: 21st June, 2021

Summary

A quote is valid for 30 days unless otherwise stated

Our payment term is 20 days, unless otherwise stated. Services are invoiced commencing delivery, or in pre-determined installments.

Coaching sessions have a 24 hour cancellation policy, non-refundable. Exceptions can be made at our discretion for medical or family emergencies.

It is likely you will be handling confidential information and personal data. Be conscious of this, so we can protect everyone's individual data.

This agreement can be terminated at 3 months notice.

These terms and Conditions will apply to the purchase of the services and goods by you (the Customer or you). We are The Roll AB, a Swedish limited company (aktiebolag) with organisation number 556845-3764 and address at Dalagatan 32 1TR, 113 24 Stockholm registered at the Swedish Companies Registration Office (“The Roll”). These are the terms on which we sell all Services to you. By ordering any of the Services, you agree to be bound by these Terms and Conditions.

Scope and Definitions

This Agreement sets out the terms under which the Customer will purchase and obtain the “Services” from The Roll.

Affiliate” refers to any person whom a Party has the right to direct the management of, whether through the ownership of voting shares, by contract or otherwise.

Description of the Services

The description of the Services is as set out in our website, catalogues, brochures or other form of advertisement or communication by us. If you have received a proposal the Services are described in this document. The Roll will set up and manage a team of qualified Assigned Individuals who will perform and deliver the Services in accordance with the specifications and time frame as set out in your proposal.

Customer’s Obligations

The Customer always agrees that during the term of this Agreement to comply with The Roll’s General Terms and Conditions as published on the date of signing, available at theroll.com/legal or by contacting The Roll at any time. If The Roll updates the General Terms and Conditions, the version published as of the date of this Agreement will remain valid for the purposes of this Agreement.

The Customer agrees with a 24-hour, no exception cancellation policy. Meaning, a session is chargeable if a coachee misses or fails to cancel a session within the cancellation period. Exceptions can be made at our discretion for medical or family emergencies.

Basis of sales

Prices to be paid by the Customer to The Roll in relation to the provision of the Services are as set out in the description of the services.

Any quotation or estimate of Fees is valid for a maximum period of 30 days unless we expressly withdraw it at an earlier time.

The Roll shall invoice either prior to the delivered services, or if mentioned in the proposal, according to a pre-determined instalments schedule.

The Customer shall pay all invoices to The Roll within twenty (20) days of the date of issuance. Late payments are subject to interest (dröjsmålsränta) at 12% p.a. and fees according to Sweden’s Statutory Interest Act (räntelagen).

Failure to pay on time shall entitle The Roll to suspend the Services or immediately terminate the Agreement. The Customer shall be liable to pay The Roll any reasonable cost and expenses incurred by The Roll in seeking to recover any outstanding sums due under the Agreement, including without limitation legal fees, court fees and collections fees according to the Statutory Interest Act.

The Roll is entitled to invoice the Customer for additional unforeseen costs on invoices without prior notification to Customer, if the items are reasonable and necessary. Such additional costs never to exceed SEK 10,000 in the aggregate per issued invoice.

All payments owing to The Roll under the Agreement shall become immediately due upon termination of the Agreement, notwithstanding any other provision.

Term and Termination

The Agreement commences on the date shown on the header of each page and the parties intend that it will continue in full force and effect until the services of fully delivered or the service term has run out.

Either Party may terminate the Agreement by giving the other Party a three (3) months period of prior notice in writing.

The Roll may terminate this Agreement immediately by giving written notice to the Customer:

(a) if the Customer files, or any creditor files or threatens to file, a petition for bankruptcy, becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or a receiver is appointed for the Customer or its business, or the Customer goes into liquidation either voluntarily (otherwise than for reconstruction or amalgamation) or compulsorily; the foregoing terms should be construed so as to cover similar steps or procedures in any jurisdiction in which the Customer is incorporated or where any of its assets are located;

(b) if it reasonably believes that any of the events described in Section above is likely to happen;

(c) if the Customer is in material breach of this Agreement and if such breach (if remediable) is not remedied within ten (10) Business Days (or such longer periods as specified by Contractor or otherwise agreed between the Parties) after written notice is given identifying the matter or circumstances constituting the material breach;

(d) if an event occurs that may put or threaten to put it in breach of any Regulatory Requirement.

Non-Solicitation

The Customer agrees that Customer will not, neither directly nor indirectly, during this Agreement and for a period of two (2) years thereafter, encourage or solicit any Customer, employee, consultant, Assigned Individual or independent contractor of The Roll or its Affiliates to leave The Roll or its Affiliates for any reason and/or to utilise their services otherwise than through The Roll. However, if requested by the Customer, The Roll may in its sole discretion grant a prior written exemption from this restriction in individual cases. Such exemption may be subject to a recruitment fee, decided in its sole discretion by The Roll in each separate event, payable by the Customer to The Roll.

Assignment

The Parties acknowledge and agree that The Roll may assign any of its rights and/or obligations under this Agreement to any of its Affiliates, in which case the Affiliate will be responsible to deliver the Services and invoice the Customer in accordance with this Agreement.

Intellectual Property Rights

The Customer acknowledges that any and all of the copyright, trademarks, trade names, patents, content, designs, trade secrets, know how, computer programs, power points, related documentation and other intellectual property rights, whether registered or not, provided or created by The Roll (or its Assigned Individuals) and/or provided in connection with The Roll’s performance of the Service (collectively the “Intellectual Property”) shall be and remain the sole property of The Roll. Customer does not receive nor is granted any licenses or rights in the Intellectual Property [with the exception for the limited right granted below in Section9.2]. Customer shall not during or at any time after the expiry of this Agreement (whether in whole or with respect to support only) in any way question or dispute the ownership by The Roll or such mentioned other party.

The Customer undertake not to use, modify, disseminate, sell or save the Intellectual Property and not to publish or indirectly cause the publication documentation, results or other material produced by The Roll.

Confidentiality and Data Protection

During the term of this Agreement and thereafter, each Party shall use and reproduce the other Party’s Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and will restrict disclosure of the other Party’s Confidential Information to its employees, consultants or independent contractors with a need to know and will not disclose the other Party’s Confidential Information to any third party without the prior written approval of the other Party.

Notwithstanding the foregoing, it will not be a breach of this Agreement for a Party to disclose Confidential Information of another Party if required to do so by any Regulatory Requirement.

The confidentiality obligations shall not apply to a Party's use of information that (i) is or becomes public knowledge through no action or fault of that Party; (ii) is known to that Party without restriction, prior to receipt from another Party, from its own independent sources and as evidenced by such Party’s written records, and which was not acquired, directly or indirectly, from the other Party; (iii) it receives from any third party reasonably known by it to have a legal right to transmit such information, and not under any obligation to keep such information confidential; (iv) is independently developed by the Party’s employees or agents, provided it can show that those same employees and agents had no access to the Confidential Information received hereunder; (v) is required to be disclosed by a Party by applicable law, Regulatory Requirements or by court order, provided that, where legally permissible, the disclosing Party shall use reasonable efforts to notify the other Party prior to such disclosure and shall co-operate reasonably with the party to limit disclosure or seek protection against disclosure to the extent permitted by applicable law; and (vi) is required to be disclosed by a Party in to a third party for the purposes of (i) equity or debt financing, (ii) the acquisition or sale of a business or assets, or (iii) the acquisition or sale of a body corporate or the shares in a body corporate.

Customer shall ensure that any processing of personal data by the Customer (its employees, servants, agents, etc.) fully comply with the provisions of Regulation (EU) 2016/679 of 27 April 2016 (“GDPR”) and in any event is handled with utmost care and diligence.

Pursuant to this Agreement, Customer will receive access to certain personal data of Assigned Individuals via The Roll’s [platform]. The Roll is the data controller with respect to such personal data and the Customer will process such data on behalf of The Roll.

Customer agrees to not store any personal data and obliges to not use the personal data for any other purposes than to obtain the Services in accordance with this Agreement and the separate personal data processing agreement.

Disclaimer

Except as expressly provided in this Agreement, The Roll makes no warranties of any kind, whether express, implied, statutory or otherwise, and The Roll specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose or non-infringement of any third-party rights, to the maximum extent permitted by applicable law and regulations.

The Roll does not warrant that the participants of a Program will gain knowledge or understanding of the subject of a Program simply by participating at a Program. Customer acknowledges and understands that The Roll solely provides a service with the purpose to coach and educate participants within the subject area of the relevant Program, but that each participant’s learning and final knowledge thereof is subject to each participant’s individual studies, engagement and learning ability.

Force Majeure

A Party cannot claim relief from liability under this Agreement where a Force Majeure event is caused by its (or its subcontractors) neglect, failure to take reasonable precautions against the relevant Force Majeure, wilful act, or is caused by its employee(s), subcontractors or suppliers.

Where a Party is delayed or prevented from performing its obligations under this Agreement by a Force Majeure event that Party shall notify the others as soon as reasonably possible with details of the Force Majeure event, its effect on the relevant obligations and its estimated duration. The affected Party shall use all reasonable endeavours to mitigate the effect of the Force Majeure event upon the performance of its obligations under this Agreement.

As soon as reasonably possible following the end of the Force Majeure event, the affected Party shall notify the others and this Agreement shall continue to be performed on the terms existing immediately before the occurrence of the Force Majeure event, unless agreed otherwise by the Parties.

Entire Agreement

This Agreement including all Appendixes and other documents referred to herein represents the entire agreement of the Parties with regards to the subject matter hereof. No Party shall have any liability in respect of any other representation, promise or similar made prior to the date of this Agreement.

Choice of Law

This Agreement and any legal relationship between the Parties arising in connection with it shall be governed by and construed in accordance with the laws of Sweden.