The R.O.I. governs the rights and obligations of members within the 24PM system.
responding to the contractual address https://www.24pm.be/FR/roi.awp
responding to the contractual address https://www.24pm.be/FR/roi.awp
24PM is a cooperative limited liability company (LLC) offering business development and cooperative strategy services. Its goal is to provide its members with shared resources at preferential rates.
24PM provides the following non-exhaustive resources:
- Computer servers ;
- Salaried employees ;
- Consulting services of the partners ;
- Project management ;
- Strategic advice;
- Advertising and similar spaces.
For the purposes of these internal regulations (I.R.O.), the following definitions apply
Strategist: Any associate, cooperator, worker or employee of 24PM who performs strategic monitoring missions.
Assistant strategist: Any 24PM employee working closely with a strategist, and more specifically in charge of liaising between affiliates and the strategist during "tactical follow-up" type meetings.
All of 24PM's activities are detailed in its statutes published in the Moniteur Belge and available on the website https://www.24pm.be. The members acknowledge that they have read and accepted these statutes without reservation.
The cooperators of 24PM include, in addition to the members under the present R.O.I. and the founders, cooperators holding C shares who, without prejudice to their possible status as members and because of their particular skills, may be called upon to provide services for the benefit of the members at the latter's request. 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..
Public rates are the rates offered by the market for a given activity.
For each activity, 24PM's Board of Directors sets the public tariff based on market rules; they are based on the leading structures in their field.
They shall be made known to the members and future members in accordance with point C.
In the event of a subsequent modification of these public rates decided by the Board of Directors, the affiliates shall be informed by electronic notification, without prejudice to the affiliates' right to submit, within fifteen working days of this notification and by registered mail, any reasoned objections they may have to this modification. In the event of a dispute, the Board of Directors of 24PM will make a final decision on the grounds for the dispute and, if necessary, will amend the rate contested by the member concerned. If the initially modified rate is maintained, the member has the right to apply Article 17.B, without prejudice to the member's right to terminate the membership in accordance with Article 12.
Preferential rates are rates offered by 24PM to its affiliates that are discounted from public rates, depending on the nature of these rates and based on 24PM's cooperative model.
These preferential rates are offered by 24PM taking into account the balance of the cooperative based on solidarity between members.
The Affiliate can choose one of three preferred pricing options when signing up for a 24PM membership:
- Tariff A: in this case, the services are subject to a discount compared to the public tariff of an amount equivalent to 15% of this public tariff; in case of application of article 12, no compensation will be claimed to the affiliate for the repurchase of the intellectual property rights held by 24PM on the basis of article 15.E
- Rate B (or standard rate): in this case, a standard discount is given to the Member; if Article 12 applies, amounts due under this provision will be capped as provided in Article 12.C.
- Rate C: in this case, an additional discount of 15% compared to rate B is granted to the member and, in case of termination of the membership at the initiative of the member, the limitation provided for in article 12.C, in particular in time, will no longer be applicable; the redemption indemnity provided for in article 12.B may not, however, exceed €2,000,000.00 (2 million euros) This provision is especially justified and accepted by the member because at this rate, 24PM may have to work "at a loss", which would only be economically justified in the event of long-term collaboration in such a way that this "loss" can be adequately made up in the event of a relatively rapid termination of the affiliation, particularly at the member's initiative.
If, at the time of enrollment or at the time of notification of this I.O.R. to pre-existing affiliates, the affiliate has not indicated a preference for the application of a particular rate, Rate B will be applied by default.
The initial selection of a rate based on this ROI will be reflected in the Affiliation Agreement; any change in rate during the course of the Affiliation will be made by amendment to the initial Affiliation Agreement.
In the event of a change in the applicable rate during the term of membership, the previously applicable rate and its particular consequences in the event of termination of membership will remain applicable until the date of the change in the applicable rate.
For each type of service, 24PM shall set the public rate and the preferential rate for affiliates, with the difference corresponding to the discount made by 24PM. Without prejudice to the application of point A, paragraph 4, all the public and preferential rates can be consulted on the website https://www.24pm.be, after identification, on the intranet and in the member's area, a reference grid being provided to the affiliate when signing the affiliation agreement.
All rates communicated to the Affiliate, including through this R.O.I., are exclusive of VAT.
Briefing and debriefing meetings, and related expenses (phone, fax, mail, ...) aiming at the strategic implementation of a project and its follow-up are subject to a discount at 100% compared to the public rates except:
If, for the specific needs of an affiliate, 24PM needs to rent external infrastructure (network, equipment, building, ...), the rental amounts will be charged to the affiliate at cost. An administration fee of €4.00 per document processed will be charged to cover administrative costs.
In addition to the services referred to under A. and B. of the present article, the C cooperators can offer free services to the members, such as, but not limited to, prospecting services, services based on results, in exchange for a commission, and specific hourly services, each in the field of competence of the C cooperators concerned.
The agreement between a Cooperator C and the Affiliate for the performance of a given mission is made through 24 PM, which invoices the Affiliate for these services; without prejudice to the corresponding invoice and the specific costs referred to in Article 2 D., this agreement shall consequently give rise to an entry on the intranet referred to in Article 10, of an item called "Contract" with a value of €1 excluding VAT, which corresponds to the cost of managing this agreement, and shall be invoiced to the affiliate by 24PM, the payment of the corresponding invoice by Cooperator C being deemed to be irrevocable acceptance of the terms of the entry on the intranet. For example: Element " Contract ", Quantity " 1 ", Discount " 0% ", Title " Cooperator C Agreement ", Description: " Prospecting for clients, commission of 20% on the turnover, hourly rate of 30€ instead of 50€, travel expenses in addition for 0.40€/Km, duration of the mission of 6 months renewable ".
24PM may exceptionally plan, execute or cause to be executed, without the need to obtain the consent of the Affiliate, any imperative task the implementation of which pursues one or more of the following objectives:
Example: Responding to a smear on social networks, installing a backup and checking it is working properly, correcting a security flaw or updating obsolete software, even if this includes having to pay licenses.
However, 24PM will cease all imperative work at the first request of the Affiliate.
Without prejudice to the above, if, at the time of the execution of an imperative task, it appears that the situation of the Affiliate endangers the other Affiliates due to the existence or the emergence of a situation contrary to the law and regulations or to the market practices, the Affiliate then qualified as "non-compliant" may be removed, without prior notification, from the computer servers or infrastructures of 24PM
Any such deviation at the initiative of 24PM shall never be considered as a breach by 24PM of the affiliation agreement or of this R.O.I.
Imperative tasks, as well as any services already performed prior to the Affiliate's request to stop or the dismissal of the non-compliant Affiliate, will remain due from the Affiliate.
Without prejudice to the application of Article 4 of these I.O.R., the affiliated candidate is considered an affiliated member when an affiliation contract is concluded between 24PM and him.
The affiliation is materialized by the inscription in the register of associates.
Unless expressly agreed otherwise between the affiliate and 24PM, any affiliation contract with 24PM may only relate to a single specific activity carried out by the applicant of the affiliation contract. Upon signing the affiliation contract, the affiliate will subscribe to a type B share with a par value of €1.00, and will become a cooperating partner of 24PM SCRL.
As soon as the Affiliate becomes a member of 24PM, he/she will be granted a "credit tolerance" which will allow him/her to benefit from the services offered by 24PM as soon as he/she joins. The "credit tolerance" is limited to €1,000 per field of activity at the beginning of the affiliation.
The credit tolerance may be freely modified by 24PM depending on the customer's experience and without 24PM having to justify it. The credit tolerance may be increased in the event of a positive payment experience, and decreased or eliminated in the event of late or non-payment. Each increase, decrease or elimination of the credit tolerance will be notified to the member via the intranet. In the event of a decrease or removal of the credit tolerance, the amounts of credits opened will be due immediately, without prior notice.
The affiliation contract is concluded for an indefinite period. It may only be terminated in accordance with the terms of this I.O.R.
By signing the Affiliation Agreement, Affiliates expressly acknowledge that they have read and agree to the application of the Articles of Association and this ROI.
Affiliates also acknowledge that 24PM is a specialized and competent company in its field of activity as described in its Articles of Incorporation and in Article 1 of this I.O.R.
Unless otherwise expressly agreed, both 24PM and Affiliate agree not to solicit or collaborate, either directly or indirectly, with any employee (which includes, but is not limited to, any employee, servant, freelancer, partner, etc.) of Affiliate or 24PM, as the case may be, outside of an Affiliate agreement with 24PM, for a period of five years after termination of the Affiliate.
The Affiliate authorizes the Board of Directors of 24PM to sign on its behalf the register of associates referred to in Article 3.A of these I.O.R. upon admission, transfer, disaffiliation and automatic termination of the Affiliate to the Network.
In addition to the registration fee of €1.00 referred to in Article 3.A of these R.O.I., the Affiliate shall pay a fixed monthly fee per area of activity, as specified in Article 3.B. of these R.O.I. The amount of this fee is indicated on the affiliation contract.
If the Affiliate is advised on more than one DAS, an additional fee may be charged to the receiving company at a reduced rate based on the following schedule:
The affiliate will pay for each service requested according to the following calculation: - Services provided by 24PM employees or temps: Hourly price = ((gross monthly salary * 16 * 2.2)/52/30) N.B.: By way of comparison, a non-affiliated 24PM client would have the following calculation formula: Hourly price = ((gross monthly salary * 14 * 8)/52/32)
Depending on the contractual options chosen by the member, the reduced rate may therefore vary upwards or downwards (see article 2.B)
24PM may also use subcontractors, for example, when services provided by 24PM are temporarily unavailable, when deadlines requested by Affiliate cannot be met by 24PM, or when the required service or product is not normally offered by 24PM but is necessary for Affiliate's projects.
The price for services provided by subcontractors will be based on the following formula:- Purchase Price + 12.5% Affiliate expressly agrees that 24PM may use subcontractors for certain services and in certain situations as listed above, without recourse by the applicable Affiliate to 24PM.
The cost of supervision of subcontractors will be included in the 12.5% management fee charged to the Affiliate as set forth above.
In addition to the amounts referred to in A through C, the Member shall also pay the following fees:
- Supply of equipment: purchase price + 25% covering the cost of replacement of wearing parts during the legal warranty period, or all-inclusive rental subject to a separate agreement;
- Copies and typed letters : 4,00 € / page ;
- Travel allowance for meetings outside the 24PM premises: 30€ per hour started;
- File storage: media purchase price / 36 per year ;
- Special fees required for the billing by 24PM of services performed by a Cooperator C: as agreed between Cooperator C and the Affiliate in accordance with Article 2.G. (e.g., fees for retrieving computerized call logs in the context of market research, with a view to billing the market research itself); these fees
will be invoiced in addition to the fixed amount of 1.00 € provided for in article 2.F above.
- Services performed by a Cooperator C: the costs incurred by Cooperator C at cost price, without the total of these costs exceeding, unless otherwise agreed between the Affiliate and the Cooperator C concerned, 5% of the total amount exclusive of VAT of the services invoiced by the said Cooperator to the Affiliate during the quarter in which these costs are incurred and these services invoiced.
Notwithstanding Section 15.C. governing reasonable use of 24PM resources, data stored by or on behalf of Affiliate on backup servers, web servers, NAS (Network Access Storages), have an operational cost that will be passed on without margin to Affiliate based on the following formula:
MA = ((CTS+CTD+CC+CTD)/EUTA)*EUA ;
As an example, in 2014, the cost for 1GB of storage was 8.8€ over the year, given that the cost can fluctuate very quickly on technologies and licenses, past prices can nevertheless not guarantee future prices.
By way of derogation from point B, the services provided by Cooperators C for the benefit of the members shall in principle be charged at a rate in accordance with those provided for in point B.
However, the aforementioned C cooperators may, either because of their particular competence in a field of expertise, or for the benefit of article 2 F., apply different rates and, if necessary, higher ones. The member undertakes to find out the rate of a cooperator C before calling upon it for a service referred to in the above-mentioned article 2 F., the above-mentioned cooperator C reciprocally undertaking to clearly communicate the rates it applies to the member and which the 24PM administrator may ask to moderate in order to guarantee the member an adequate discount due to participation in the cooperative system. The payment by the member of an invoice from 24PM that includes services from a cooperator is sufficient proof of the member's acceptance of the rates charged by that cooperator C for services for the benefit of the member concerned.
Training courses organized for the affiliate are priced on the basis of sharing the trainer's costs among the affiliates enrolled in the training, based on the following formula
Cost per participant = 1.125 x (Cost of trainer + Cost of room) / Number of participants
The fact of registering, by telephone, via the 24PM website or by any other means proposed by 24PM, for a training course commits the participant to participate, which will be invoiced, even in case of absence.
24PM may offer the absent affiliate a new date at no charge if another similar course is held at short notice and provided that the vacancy left by that affiliate at the original meeting can be filled by another affiliate.
For individual or dedicated training courses, the fees set out in point B of this article shall apply.
The monthly fee may be increased by a maximum of 5% each year on the anniversary of the contract. If 24PM does not increase the premium for a given year, it may carry over this percentage increase to the next increase, without retroactively claiming the new rates.
Example: 24PM did not increase the monthly fee for two years, the monthly fee remained the same. In the third year, 24PM will be able to increase the price of the monthly fee for the two previous years in addition to the new year, i.e. 3* max. 5% = max. 15%.
Invoicing will take place every 15 calendar days, by direct debit from a bank account authorized by the Affiliate for the benefit of 24PM.
24PM may suspend the provision of the Services if an Affiliate blocks or limits its direct debit mandate as described above. If such blocking or limitation persists for more than 90 days, 24PM shall have the option, without prior notice or demand, to terminate the membership to the detriment of the Affiliate.
In the event that a direct debit is refused (e.g. due to insufficient balance in the bank account concerned or any other reason not attributable to 24PM), a processing fee of €15 may be charged to the Affiliate, without prior notice or notification, for each refused direct debit.
Some affiliates can, by means of a personal and indivisible guarantee, benefit from a smoothing of the collection of their invoices. The smoothing is part of a separate agreement between 24 PM and the affiliate concerned
In the event of non-compliance with the deadlines or in the event of impossibility of collection during the application of a smoothing, the smoothing may be terminated immediately by 24PM, and the balance claimed immediately.
Except in the case of smoothing, each direct debit made through a direct debit mandate in order will result in a discount fee of 1% of the amount collected on the Affiliate's next invoice. If the affiliate agrees to have the amount collected on the invoice issue date and not the due date, this amount will be increased to 5%. Automatic collection settings can be adjusted upon request by the Affiliate and will be effective the following month.
Affiliate may also assign recurring tasks to 24PM based on a maximum monthly budget. These tasks will then be performed by 24PM's employees as long as the budget limit set by the affiliate 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 affiliate (for example: social network animation, computer park verification, regular maintenance services, ...).
The Affiliate can change the monthly, weekly or daily limit for each recurring task himself via the intranet provided or by e-mail to firstname.lastname@example.org. If the limit is increased, it can be applied immediately to the current period (day/week/month) unless the member instructs otherwise. If the limit is decreased, it will only be applicable at the beginning of the next period, so that the hours spent and already scheduled in the current period cannot exceed the limit set by the affiliate. For example: if an affiliate determines a daily budget of 20 € for the management of his social networks (intervention on profiles, monitoring of keywords, ...) and the employee in charge is billed 42 € per hour, he will automatically stop working as soon as he reaches the total of 29 minutes because the planning management software will warn him, he will then resume his task at the earliest on the next day, unless otherwise ordered by the affiliate.
24PM is committed to providing its affiliates with all of its available skills.
However, 24PM has only a best-efforts obligation towards its affiliates and no obligation of result. 24PM therefore undertakes to do everything in its power to provide all the services required by the affiliates, within the scope and limits of its competence as determined in its articles of association, without guaranteeing the result. Furthermore, 24PM shall only be liable for the amount paid by the Affiliate for the service requested.
In accordance with Section 6.C. of this I.O.R., 24PM will not be able to guarantee that Affiliates can provide all necessary resources without the use of subcontractors.
Affiliates will be able to log into the 24PM intranet to track their projects in real time and view their billing status.
In addition to project monitoring, the intranet will provide the affiliate with a platform of information and intelligence made available by 24PM.
Affiliates are solely responsible for the use of the intranet, as well as the loss or misuse of their access codes.
Affiliates also agree not to disclose their access codes to any third party without prior notice to 24PM, which shall have the right to preemptively suspend any access code with simultaneous connections from different IP addresses.
At the express request of the Affiliate, 24PM will send a mail report to keep the Affiliate informed of the status of its projects. This report will be billed in accordance with Section 6.D. of this I.O.R.
Without prejudice to Article 8.C, invoices are payable within 10 days of their issuance, 24 PM reserving, in the event of recurrent failure to pay on time, to notify the Affiliate concerned of a reduction in this period for the payment of any subsequent invoice issued.
Under no circumstances shall the temporary unavailability of any of the services offered by 24PM authorize affiliates to suspend payment of invoices.
Any sum not paid on the due date will be increased by right and without prior notice of interest of 1% per month of delay, it being understood that any month started is due, as well as a penalty clause of 10% of the amount still due, with a minimum of 150€.
Late payments will be applied first to the reimbursement of interest, then to the payment of costs and finally to the payment of the principal of the invoice concerned.
A member who wishes to terminate his or her membership may do so by notifying 24PM by registered mail with acknowledgement of receipt and giving one (1) month's notice, which shall begin on the first day of the month following receipt of such notice by 24PM.
Notwithstanding the foregoing, in the event that the affiliate has agreed with a Cooperator C to use a service referred to in Article 2.F for a minimum period, no notification referred to in the preceding paragraph may be made during the entire initial or, if applicable, tacitly renewed period of this service.
In addition, the Affiliate shall pay 24PM a cooperative disassociation indemnity to compensate for the imbalance caused to the cooperative model (allowing for preferential rates) by the impromptu termination of the affiliation; this indemnity corresponds to the total amount returned by 24PM during the last twenty-four (24) months.
If the indemnity calculated in point 12.B. is higher than the sum of 12,000€, it will be reduced to 12,000€ (original amount). This amount has been and is indexed by 5% each year, so that if the indemnity is calculated :
In 2019, it will be limited to €14,729.40 ;
In 2020, it will be limited to 15.465,89 €;
In 2021, it will be limited to 16.239,16 €;
In 2022, it will be limited to 17.051,12 €;
In 2022, it will be limited to €17,903.67; etc.
The limitation in Section 12.C. does not apply to patronage refunds calculated prior to 01/01/2015 that remain as is, or to benefits due as a result of a termination of membership to the detriment of the member.
In the event of termination of membership at the request of the Affiliate, the Affiliate agrees to participate in a 30-minute interview with 24PM's research department to help improve 24PM's services and approach.
Without prejudice to the application of Article 14, 24PM may terminate the affiliation contract by notifying the affiliate by registered mail and giving six (6) months notice. The notice period will begin on the first month following receipt of the letter.
Under no circumstances shall the Affiliate be entitled to claim any termination fee as a result of the application of point A.
In the event of late payment of more than thirty (30) days, and in addition to the late payment interest and penalty clause that will automatically be due as described in Article 11.B. of these R.O.I., 24PM may suspend without prior notice the performance of the contract and all services in progress.
In addition, in the event of non-payment of an invoice within fifteen (15) days following the sending of a formal notice by registered mail, 24PM may unilaterally terminate the contract to the detriment of the Affiliate.
The contract may also be terminated by 24PM to the detriment and grievance of the Affiliate for just cause. For example, the following may be considered just cause:
- any violation of these bylaws or the 24PM bylaws;
- Failure of the member to comply with the decisions of the General Assembly or the Board of Directors;
- Affiliate's conduct that would be detrimental to the reputation and proper operation of 24PM;
- fraudulent or illegal use by the Affiliate of the resources made available to it;
- Affiliate's misuse of computer server resources (see Article 15.C of this I.O.R.)
If the member has not established a direct debit mandate or if the mandate has been blocked, or if it has been impossible for 24PM to make a direct debit more than three times in one month and the member is in arrears, the contract may be terminated at the expense of the member after a final notice of default has been sent, if this notice remains without effect fifteen days after it was sent.
When the membership contract is terminated at the fault of the member, the member will be liable for a termination fee equivalent to six (6) months of contributions. In addition to the termination fee, the member will also be liable for a buy-back fee equal to the total amount returned by 24PM during the term of the membership.
24PM retains sole ownership of all intellectual property rights to software, concepts, projects, ideas and the like developed at the request of an Affiliate and may use them on its own behalf or on behalf of another Affiliate. 24PM grants Affiliates only a limited right to use its software, concepts, projects, ideas and the like. Affiliate will therefore require 24PM's consent to any use by a third party, in whatever form and medium, of material 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, Affiliate or other Affiliates, the assessment of such interests remaining at 24PM's sole discretion, except for the recourse provided for in Section 17.B.
The right to use any graphic design developed by 24PM is limited to the Affiliate and only in connection with the activity specified in its Affiliate Agreement, to the exclusion of any other activity.
The affiliate agrees to use the computer resources made available and shared among affiliates (server, remote stations ...) in a normal and not abusive, including, but not limited to :
- Not using the servers for mass e-mailing, unless the server is dedicated to this type of activity;
- Not installing software containing computer viruses;
- Do not store or distribute illegal files (music, images...);
- Not using server sessions as a supercomputer node;
- Not practicing peer-to-peer connections on servers or IRC.
D. Automatic opening of intellectual property rights in case of termination of the contract
In the event of termination of the affiliation, the payment by the affiliate of the indemnity provided for in Article 12.B. and 12.C. shall give the affiliate a non-exclusive right to use the intellectual property developed by 24PM in the context of the affiliation. The former affiliate shall nevertheless ensure that 24PM's ownership of the intellectual property rights is mentioned in any communication using the said elements.
Affiliate shall nevertheless pay a royalty fee of 2.8% of the revenue generated by licensees or franchisees of Affiliate's company who use 24PM's intellectual property in connection with the development of a sales network through distribution, licensing, franchising, or any other means, without any possibility for 24PM to object to its use.
24PM and Affiliate are required to maintain the confidentiality of all information provided in 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), Affiliate agrees to work proactively with 24PM to ensure that all operations dealing with data affected by the GDPR are done so in full compliance with the GDPR.
If 24PM is commissioned by the Affiliate to implement RGPD compliance for its benefit, it undertakes to provide all the elements requested by 24PM's agent in order to enable it to carry out its mission in a lawful and timely manner.
Affiliate hereby indemnifies 24PM against any fine that may be imposed as a result of Affiliate's or any of its employees', subcontractors', etc. failure 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.
These rules are governed exclusively by Belgian law
The parties agree that in the event of a dispute concerning the interpretation, execution and effects of the present R.O.I. and, more generally, of the affiliation, it shall be submitted, at the request of the most diligent party, to the arbitration of the CHAMBRE D'ARBITRAGE ET DE MÉDIATION ASBL (www.arbitrage-mediation.be) in accordance with its rules.
The arbitration proceedings will be conducted in French.
If any provision of this IRB is declared invalid, such invalidity shall not invalidate the entirety of this by-law, but only the provision in question, and the remainder of this IRB shall continue to apply.
The present ROI, published on the intranet on 16/08/2019 and whose existence is informed by electronic mailing on the same date to all affiliates, takes effect on 01/09/2019.
Members existing on the date of entry into force of the present I.O.R. who do not wish to accept it may expressly request not to benefit from its new provisions, such request to be received by 24PM within 15 (fifteen) calendar days of its entry into force. Even in this case, the Member's voluntary acceptance of one of the services or provisions of this I.O.R. shall render it irrefutably applicable to him/her as of the date of implementation of said service or provision for his/her benefit.