The R.O.I. governs the rights and obligations of members within the 24PM system.
Consolidated version as of MAY 1, 2021
Consolidated version as of MAY 1, 2021
The ROI governs the relationship between the members (you) and 24PM, its cooperators and collaborators.
To view the 2018 ROI effective before May 1, 2020 for affiliates, click here.
Ratified at the Extraordinary General Meeting of May 15, 2021 and effective as of June 1, 2021.
24PM is a general services company, in the form of a cooperative, founded in 2012. It provides day-to-day support to the companies with which it collaborates, notably by making shared resources available to them at preferential rates. Within this framework, 24PM shares human and material resources, which are described in the present Internal Regulations 2021 (hereinafter: "ROI 2021"). It also provides its Members with Project Managers, who provide support and monitoring of these companies.
For the purposes of this ROI 2021, the following definitions apply:
Support and follow-up of the project Action aimed at defining the tasks and jobs necessary for the realization of projects and missions on the part of the members as well as the follow-up of the 24PM teams.
Affiliate Any legal or natural person having the status of a company and having entered into an affiliation contract with 24PM before the effective date of this ROI 2021 set under Article 11.1.
Senior Partner A: any legal or natural person holding A shares, who may be required to provide services for the benefit of members and affiliates at the request of the latter.
Guarantee account : An internal virtual account that can be viewed on the member's intranet and that represents the status of the member's financial guarantee, taking into account both the amount received by 24PM for this purpose, in accordance with Article 7 of this ROI, and any outstanding payments.
Trust account Internal virtual account that can be consulted on the member's intranet representing the movements of the customer account, allowing him to visualize his outstanding amounts and his next invoice.
Strategic advice Consultation with the aim of helping to define the company's policy, as well as the reflection aimed at translating this policy into a strategy that can then be transposed into an action plan.
Cooperators C The cooperators of 24PM include, in addition to the members and affiliates under the present R.O.I. 2021 and the founders, cooperators holding C shares who, without prejudice to their possible status as members or affiliates and because of their particular skills, may be called upon to provide services for the benefit of the members and affiliates at the request of the latter. The subscription by these cooperators of C shares is not governed by the present R.O.I. and is the object of a separate agreement and internal regulations, the provisions of which are cumulated, if necessary, with the provisions of the present R.O.I.
Invoice of contribution invoice includingthe amount provided for the support plan chosen by the member in accordance with section 4.2.
Invoice for services Invoice: Invoice including all other amounts owed by Member to 24PM, including, but not limited to:o Services not included in the price of the chosen support plan, o Services not included in the support plan made available to the member by 24PM, o Miscellaneous expenses incurred by 24PM for the support of the member and which are not included in the support plan fee, o The commercial margin invoiced according to the support plan chosen by the member, o Additional services, not included in the support plan of the member, subscribed by the latter via its intranet. The services of the collaborators, cooperators and associates are invoiced by 15-minute increments and any quarter of an hour started is accounted for.
Tgroup fee : Rate calculated by 24PM for the service provided to the member, allowing for maximum compression of margins to obtain a mutualized cost.
Intranet Online tool for viewing member-related activity, allowing members to interact with 24PM by placing orders and assigning tasks to 24PM.
Trade Margin: an increase in the group rate, the rate of which depends on the support plan chosen.
Member Affiliate: Any legal or natural person who is a business entity and who has signed up for a support plan with 24PM after the effective date of the ROI 2021 as set forth in Section 11.1, as well as any Affiliate who elects to have their contractual relationship with 24PM governed by this ROI 2021 pursuant to Section 3.
Support plan or plan Membership: A plan chosen by the member at the time of signing the contract or during the course of his or her collaboration with 24PM, which involves the payment of a monthly fee and allows him or her to access 24PM's services, within the limits specified in the chosen plan.
Project manager 24PM employee or associate who centralizes the member's requests and needs and organizes the service schedule. He/she is the member's main contact in the context of his/her contractual relationship with 24PM.
Rules of Procedure 2019 (ROI 2019) Internal regulations governing the contractual relationship between 24PM and affiliates who do not wish to become members.
Specific Operations Regulations (SOR) A set of conditions specific to a service not included in the member's support plan, which the member accepts when requesting 24PM to provide the service.
Rate Price: The price at which support plans, shared resources and 24PM services are priced. All prices, including those listed in this ROI 2021 and those listed in Section 5 of this ROI 2021, are exclusive of VAT.
This ROI 2021 applies to:
The 2019 ROI continues to govern the collaboration between 24PM and non-member affiliates.
If the member decides to collaborate with 24PM, he/she will subscribe to a type B share with a nominal value of €1.00 and will become a cooperative shareholder of SCRL 24PM.
The member authorizes the Board of Directors of 24PM to sign the register of shareholders on his behalf, both at the time of entry (when the contract is concluded) and at the time of exit (when the contract is transferred or terminated).
When the contract between the member and 24PM is terminated, for whatever reason, the member irrevocably undertakes to sell his or her share back to 24PM at a price of €1.
Upon joining 24PM, the member signs up for a support plan that gives him/her access to collaboration with 24PM and the sharing of its resources. Depending on the plan chosen, the commercial margin is different.
The member may choose one of the three support plans offered by 24PM when contracting with 24PM:
The "Basic" support plan, including:
The "Standard" support plan, including:
The "Partner" support plan, including :
The amount of the support plan is indicated on the contract subscribed by the member.
The member can sign the contract in two ways:
The member undertakes to ensure that all information provided at the time of conclusion of the contract is accurate and up to date throughout the duration of the collaboration with 24PM. If 24PM finds that this information is no longer up to date, 24PM may give the member formal notice to update the information concerned. If the member fails to do so within 48 hours of the aforementioned notice being sent, 24PM reserves the right to suspend the contract.
The contract will only be considered concluded when the following two cumulative conditions are met:
The member shall have 30 days to pay the guarantee provided for in section 7 to 24PM. In the event that the guarantee provided for in this article has not been paid within the aforementioned period, 24PM shall have the option of terminating the contract without notice. By signing the contract, the member unconditionally agrees to this ROI 2021 and to the bylaws of 24PM, of which he/she acknowledges having taken cognizance.
4.4.1. The contract concluded between the member and 24PM by subscribing to one of the above-mentioned support plans is for an indefinite period. It may be terminated by either party giving one month's notice by registered letter, without prejudice to the application of articles 5.3, 10 and 11.1.
4.4.2. In the case of the subscription of a "Partner" support plan, the first six months of the support plan constitute a trial period for the new member, during which he/she benefits from the status of "Partner" candidate-member.
At any time during this trial period, 24PM, at its sole discretion, may invite the prospective "Partner" member to transfer Shares in his or her company to 24PM and enter into a shareholder agreement with 24PM. In this case, the price of the Shares is set at €1 and is the subject of a Share Transfer Agreement.
24PM will not assume any operational or active shareholder role in the member's company, except for 24PM's coaching and monitoring, as well as strategic advice, both of which are provided for in the member's coaching plan.
24PM will not charge for any services dedicated to fulfilling its shareholder obligations (in particular for participation in general meetings) within the member's structure.
If the "Partner" candidate member refuses this invitation or if 24PM chooses not to invite the "Partner" candidate member to transfer a certain percentage of the Shares to it, the latter will henceforth benefit from a "Standard" support plan as of the day following the expiry of the aforementioned trial period.
The member may, at any time, notify 24PM of his or her desire to change the support plan, by e-mail, via his or her Intranet or by telephone.
The member is notified of the successful receipt of his or her request by an e-mail inviting him or her to confirm his or her desire to change support plan.
In the case of a change to a lower support plan - i.e. from the Partner support plan to one of the other two, or from the Standard support plan to the Basic support plan - the change of support plan will be effective from the first day of the month following the member's confirmation of his/her wish to change support plan.
In the case of a change to a higher support plan - i.e. from the Basic support plan to one of the other two, or from the Standard support plan to the Partner support plan, the change of support plan will be effective upon confirmation by the member.
Any member may designate one or more agents for the purpose of executing the contract with 24PM.
If the mandate has limits, the member shall communicate them to 24PM. In the absence of such communication, 24PM will consider the mandate as unlimited.
The Agent shall identify himself with his own e-mail address and password combination by following the procedure indicated on the 24PM website. The member undertakes to ensure that all information provided during the identification of the representative is accurate and up to date throughout the duration of the contractual relationship with 24PM.
If 24PM finds that this information is no longer up to date, 24PM may give notice to the member to update the information concerned. Should the member fail to do so within 48 hours of the aforementioned notice being sent, 24PM reserves the right to suspend the member's account.
In the course of the collaboration and the application of this ROI 2021, any act performed by the Agent, within the limits, if any, of its mandate, shall be considered an act performed by the Member. The mandate is validly established by the creation, on its intranet, of a new user account by the member.
By entering into the contract, the member has access to the intranet which shows his financial situation with respect to 24PM in real time.
The intranet allows the member to consult in real time, among other things:
The member has the possibility, at any time, to notify 24PM via the intranet or by e-mail that certain aspects of their collaboration that appear on the intranet do not correspond to their wishes.
The member agrees to consult the intranet at least once a week.
The member expressly acknowledges that the estimates are indicative.
The member accepts that the time actually charged for a task may be up to three times the estimated time, taking into account the fact that the latter is impossible to calculate accurately a priori as it depends on external factors, including the member's willingness and the evolution of the member's willingness over the course of the project.
The member has the option of requesting 24PM to access additional services, not included in the price of the support plan.
A list of rates applicable at the time of the conclusion of the contract to these additional services is available on the member's intranet, the member expressly acknowledging that these rates may be modified during the course of the collaboration by making use of the procedure set out in Article 5.3.
Both the member and 24PM agree that the acceptance of invoices by the member and their issuance to 24PM shall constitute acceptance of the price, and that any invoice not disputed within a short period of time shall be considered definitively accepted, without possibility of appeal. T
All prices, including those in this ROI 2021, are exclusive of taxes (VAT, customs duties, etc.).
The member formulates his request for additional services via his intranet or via his Project Manager.
If the request is made via the member's intranet, the member expressly accepts, by this means, the rates applicable to this request, as well as any OSR describing the characteristics and conditions of the additional service in question.
If the request is made via the Project Manager, the member receives a confirmation of the request by e-mail or verbally, and at the same time his intranet is updated to enable him to check the elements planned for his account. If the request corresponds to the member's benefits or services governed by an RSO, the member receives an e-mail confirming this, as well as the RSO, if any, describing the characteristics and conditions of the additional service in question.
In the absence of a reaction within 5 days, the member is deemed to have marked his acceptance of the said OSR. The member can nevertheless accept directly an OSR by clicking on the link provided for this purpose in the e-mail sent to him.
24PM shall not be held responsible for any lack of responsiveness on the part of the Member if the Member has not explicitly accepted the OSR that relates to the Member's request for service.
The Member expressly acknowledges that if an OSV deviates from this OR 2021, the provisions of the OSV shall prevail. This ROI 2021 shall continue to apply to all matters not governed by the OSR.
Additional services will be invoiced in addition to the membership fee due at the beginning of each month, plus VAT and payable according to the payment terms listed below.
When the applicable rates are changed by 24PM, the member will receive an email notification indicating the changes or inviting him/her to consult them on his/her intranet.
From the time the email is sent, the member has 15 days to contest the rate change.
During this period, the unchanged rates will apply.
If there is no dispute within 15 days of the email notifying the member of the rate change, the rate change will be considered accepted and will be applied as of the end of the said 15 days.
Upon receipt of a dispute, 24PM will suspend any services affected by the rate change.
If the dispute persists, either party may exercise its right to terminate the agreement as provided in Article 4.4.1.
During the notice period, the contribution for the support plan selected under section 4.2 will be charged at the rate applicable prior to the disputed change.
Member expressly acknowledges that any taxes related to Member's business that may be applied to 24PM as a result of its collaboration with Member will be re-billed to Member.
In the event that 24PM's liability insurance needs to be activated due to the member's misconduct, the deductible will be charged to the member, capped at 125 €.
The cost of storing the member's data is passed on to the member based on the following formula:
EOM corresponds to the space occupied by the data of the member
CT24PM is the total cost of storage borne by 24PM for all members.
CTS is the storage capacity used by all members
In the context of the projects and missions entrusted to 24PM by the member, the costs and disbursements will be invoiced to the member according to the following terms and conditions:
The member shall pay the invoices by direct debit through a bank account authorized by the member for the benefit of 24PM or by any other means of direct debit agreed upon between the parties.
If, in exceptional cases, it has been agreed in the contract concluded between the parties or during the course of the collaboration that the member's payments are not to be made by direct debit, the member shall make prepayments at a frequency and in an amount agreed upon at the time of the conclusion of the contract or during the course of the collaboration, and which may be modified by mutual agreement in the course of the collaboration between the member and 24PM
Invoices for membership fees are issued monthly.
Invoices for services shall be issued either every 15 days or when the amount of the services and expenses included therein reaches half of the financial guarantee as constituted in Article 7, whichever comes first.
Payments will be made within 10 days of the invoice date or on the due date, whichever comes first.
Any dispute regarding an invoice issued by 24PM must be made in a reasoned manner by registered mail or via the electronic form provided for this purpose on the member's intranet within 10 days of the issue of the invoice concerned.
Any invoice dispute shall contain:
24PM will respond to any challenge made in accordance with this section with reasons.
If, in spite of the aforementioned response, the dispute persists, either party shall have the right to terminate the contract with 15 days' notice.
6.4.1. Late payments and defaults on the part of the member
Any unpaid amount and, in general, any amount not paid on the due date will be increased, by right and without prior notice, by an interest of 1% per month of delay, as well as a penalty clause of 10% of the outstanding amount, with a minimum of 150 €.
In the case of a rejected sample, 24PM performs new tests.
An administrative fee of 15 € per rejection of the direct debit is charged.
If the situation persists, 24PM will contact the member concerned, informing them that they now have 10 days to choose one of the following two options:
If neither option is chosen and implemented by the member within the time limit, 24PM reserves the right to terminate the contract to the member's detriment in accordance with Article 10.
24PM shall also have the right to deduct the amount due from the financial guarantee set up for its benefit in accordance with Article 7.
6.4.2. Late payments and defaults by 24PM
Any amount owed by 24PM to the member and not paid on the due date will be increased by right and without prior notice of default interest set at 1% per month, as well as a penalty clause of 10% of the outstanding amount, with a minimum of 150 €.
In order to guarantee the payment of the amount of the support plan and of the services and expenses invoiced in addition, the member shall provide a financial guarantee of between €1,000.00 and €10,000.00, which shall be fixed at the time the contract is concluded.
This amount shall be paid into the bank account indicated at the time of conclusion of the contract or collected by any means accepted by 24PM. The financial guarantee may, by agreement of both parties at the time of the conclusion of the contract, be supplemented by a personal guarantee, in which case a guarantee contract will also be concluded.
The amount of the financial guarantee can be increased during the course of the collaboration upon request by the member via his intranet or by 24PM via the Project Manager.
It can also be increased spontaneously by the member, provided that the total amount paid does not exceed € 10,000.00. The member can consult his financial situation at any time by logging on to his intranet where his trust and guarantee accounts are listed.
The member expressly recognizes the right of 24PM, in the context of the termination of the contract, to deduct the amount still due and not validly contested in accordance with Article 6.3 by the member from the financial guarantee as constituted in accordance with Article 7.1.
A member whose contract has been terminated may request the return of his or her financial guarantee.
24PM has 12 months to return the balance of the financial guarantee to a member.
This section is an essential element of this ROI 2021 without which 24PM would not have entered into the Contract with the Member and failure to comply with which shall result in termination of the Contract to the Member's detriment as provided in Section 10.
As each member has his or her own specialty and different expectations, 24PM's support will be provided on a case-by-case basis, according to the instructions and information provided by the member.
To this end, the member agrees to cooperate with 24PM in order to provide useful advice for the completion of the member's projects. Decisions will be made jointly by the member and 24PM.
24PM shall not be held responsible for any lack of active cooperation by the member.
As part of its collaboration with 24PM, the member will be assigned a Project Manager, who will be the member's primary contact for the duration of the contract with 24PM. 24PM reserves the right to assign a new project manager to the member without justification.
The member has the right to ask 24PM, by e-mail or via its intranet, to change the Project Manager in case of disagreement or any other cause affecting the smooth running of the contractual relationship.
The member expressly acknowledges that any communication regarding current projects may be made via the intranet or by e-mail to his/her Project Manager, and only to him/her.
The parties have the right to record any conversation between them for evidential purposes. These recordings may also be used by 24PM to improve its services.
To ensure optimal service to its members, 24PM calls on :
8.3.2. Change of team
24PM reserves the right to change the composition of the team assigned to accompany the member at any time and without prior notice, except in the case where such change involves a change in pricing.
In the latter case, the Member will be informed of the change and its financial implications and may respond in the manner set forth in Section 5.3.
8.3.3. Relationship between the member and the various stakeholders
Member expressly agrees to:
Member expressly acknowledges that this Section 8.3.3 is an essential term of this ROI 2021 and failure to comply with it will result in termination of the Agreement to its detriment as provided in Section 10.
Member may assign recurring tasks to 24PM on the basis of a maximum monthly budget, determined by Member and subject to acceptance or rejection at 24PM's sole discretion.
These tasks will then be performed by 24PM employees as long as the budget limit set by the member has not been reached. These tasks can be maintenance, monitoring or surveillance tasks, the time of which is variable depending on the needs and budget of the member (for example: animation of social networks, verification of computer equipment, regular maintenance services, ...).
The member can change the monthly, weekly or daily limit for each recurring task himself via his intranet or by email to his Project Manager.
If the limit is increased, it may, unless the member instructs otherwise, be applied immediately to the current period (day/week/month). If the limit is decreased, it will only be applicable at the beginning of the next period.
8.5.1. Obligation of means
For the performance of the obligations described in this ROI 2021 and in any other contractual, legal or regulatory document applicable to the relationship between the parties, 24PM has an obligation of means and no obligation of result.
24PM undertakes to make every effort to provide all services required by members, within the scope and limits of its competencies, as determined in its bylaws, without guaranteeing the result.
8.5.2. Limitation of liability
Moreover, 24PM shall only be liable for the amount paid by the member for the service requested, except in the case of fraud or gross negligence.
In addition to the other obligations described in this ROI 2021 and any other contractual, legal or regulatory documents applicable to the relationship between the parties, Member has the following obligations:
8.6.1 Obligation of data backup
The member expressly acknowledges that he/she is the sole owner of his/her data, and consequently, that he/she is solely responsible for making regular backups of such data. 24PM declines all responsibility in the event of non-compliance by the member with this article.
8.6.2. Reasonable use of resources
The member agrees to use the computer resources made available to him and shared among members (server, remote stations ...) in a normal and not abusive manner, including, but not limited to :
8.8.1. Limited use
24PM retains sole ownership of all intellectual property rights to software, concepts, projects, ideas and the like developed at the request of a member and may use them on its own behalf or on behalf of another member.
24PM grants members only a limited right to use its software, concepts, projects, ideas and the like. The member shall therefore request 24PM's consent for any use by a third party, in whatever form and on whatever medium, of elements developed by 24PM, and 24PM undertakes not to object as long as the authorship of the intellectual property is not misrepresented and such use is not contrary to the interests of 24PM, the member or other members.
8.8.2. Graphic charter
The right to use any graphic design developed by 24PM is limited to the member and only in connection with the activity specified in his contract, to the exclusion of any other activity.
8.8.3. Right of use
In the event of termination of the contract, payment by the member of the totality of its invoices shall give the member a non-exclusive right to use the intellectual property developed by 24PM in the context of the collaboration.
The former member shall nevertheless ensure that 24PM's ownership of the intellectual property rights is mentioned in any communication using said elements.
The member shall not, during the period of performance of the contract, and for a period of 12 months after the end of the contract, hire any 24PM staff and/or provider in any capacity.
In the event of a violation of this clause, the member shall be required to pay a lump sum equal to the gross annual salary of the person terminated at the time of termination.
Member expressly acknowledges that this Section 9 is an essential term of this ROI 2021 and failure to comply with it will result in termination of the Agreement to its detriment as provided in Section 10.
Any serious breach by the Member or 24PM of its obligations shall automatically, without notice and without prior intervention by any court, result in the termination of this Agreement.
Serious breach" within the meaning of the preceding paragraph shall mean any breach by either Party that so affects the necessary confidence between the Parties that the continuation of any cooperation between them would become impossible, including but not limited to a breach of Articles 6.4, 7, 8.3.3 and 9.
The foregoing termination provisions are without prejudice to any termination of this Agreement for any other breach of this Agreement in accordance with the forms and conditions of general law as defined by the legal or regulatory provisions applicable to this Agreement.
By the effect of any resolution :
This ROI 2021 is effective May 1, 2021, unless otherwise specified at the time of entering into the contract with the Member.
24PM reserves the right to modify this ROI 2021 unilaterally. When the ROI 2021 is modified by 24PM, the Member will receive an e-mail notification indicating the modifications or inviting him/her to consult them on the 24pm.be website.
From the time the email is sent, the member has 10 days to dispute the change in the ROI 2021.
Upon receipt of any dispute, 24PM shall suspend any services affected by the change in the ROI 2021 concerned. In this case, the parties will attempt to resolve the dispute by mutual agreement.
If no amicable alternative can be found and the dispute persists, either party has the right to unilaterally terminate the contract with 15 days' notice.
If no objection is received within 10 days of the email notifying the member of the change in the ROI 2021, the ROI 2021 will be considered accepted and will be applied upon expiration of the 10 days.
Unless otherwise contractually agreed, including within this ROI 2021, all notices under this ROI 2021, including demand notices, shall be made by electronic mail.
11.3.1. Belgian law
This ROI 2021 is governed solely by Belgian law.
11.3.2. Mediation clause
In the event of a dispute concerning the interpretation, execution and effects of this ROI 2021 and, more generally, of the contract concluded between the parties, the parties will first resort to a mediation, organized by the most diligent party via the ASBL Brussels Business Mediation Center (https://www.bmediation.eu/).
The mediation will be conducted in French.
11.3.3. Arbitration clause
The parties agree that in the event of a dispute concerning the interpretation, performance and effects of this ROI 2021 and, more generally, of the contract entered into between the parties, and of the failure to settle such dispute through mediation as provided for in Article 11.3.2 of this ROI 2021, the said dispute shall be submitted, at the request of the most diligent party, to the arbitration of the CHAMBRE D'ARBITRAGE ET DE MÉDIATION ASBL (
) in accordance with its regulations.
The arbitration proceedings will be conducted in French.
The invalidity of any provision of this ROI 2021 shall not affect the validity of the remaining provisions hereof. The Parties shall use their best efforts to replace the invalid provision with a provision of equivalent effect.
In the event that the ROI 2021 is translated into a language other than French, the member acknowledges that the translation is provided for information purposes only.
In the event of a difference in interpretation between the French version and the other version, the French version shall prevail.
24PM and the Member shall maintain the confidentiality of all information provided in the course of the performance of the contract between them. They agree not to disclose any such information without the prior written consent of the other party.
In compliance with the General Data Protection Regulation (GDPR), the Member undertakes to proactively collaborate with 24PM to ensure that all operations dealing with data affected by the said Regulation are carried out in full compliance with it.
If 24PM is instructed by the Member to implement RGPD compliance for the Member's benefit, the Member agrees to provide all items requested by 24PM's agent in order to enable the agent to carry out his or her assignment in a lawful and timely manner.
The member therefore indemnifies 24PM against any fine that may be imposed as a result of the failure of the member or any of its employees, subcontractors, etc. to comply with said regulations.
24PM shall have the right to suspend any hosting of data, sites, servers that have not been found to be in compliance with the GDPR pending verification of actual compliance.