Consolidated version as of MAY 1, 2021
The ROI governs the relationship between members (you) and 24PM, its cooperators and collaborators.
To view the 2018 ROI in effect before May 1, 2020 for affiliates, click here
24PM is a cooperative general services company founded in 2012. It provides day-to-day support to the companies it works with, by providing them with shared resources at preferential rates. preferential rates. In this context, 24PM shares the non-exhaustive human and material resources described in the present Internal Regulations 2021 (hereinafter referred to as "ROI 2021"). It also makes available to its Members Project Managers, who provide who provide support and follow-up for these companies.
For the purposes of this ROI 2021, the following definitions apply by :
This ROI 2021
applies to :
ROI 2019 continues continue to govern collaboration between 24PM and affiliates who have not become members.
If they decide to
to work with 24PM, the member subscribes to a type B share with a par value of
nominal value of €1.00, and becomes a cooperative shareholder of SCRL
24PM.
The member authorizes the Board
24PM's Board of Directors to sign the shareholder register on his behalf,
both upon entry (when the contract is concluded) and
and on exit (when the contract is transferred or terminated).
When the contract between the member and
24PM terminates, for whatever reason, the member irrevocably undertakes
irrevocably to sell his share back to 24PM at the price of €1.
Upon joining
24PM, the member subscribes to a support plan that gives him or her access to
to collaborate with 24PM and share its resources. The commercial margin varies according to the plan chosen.
Members may opt
for one of the three support plans offered by 24PM when contracting
with 24PM:
The "Basic" support plan, including :
The "Standard" support plan, including :
The "Standard" support plan, including :
The amount is indicated on the member's contract.
The member can sign the contract in one of two ways:
The member undertakes
that all information provided at the time of contract conclusion is accurate and
updated throughout the duration of the collaboration with 24PM.
Should 24PM
becomes aware that this information is no longer up to date, 24PM may give the member
member to update the information concerned. Should
to do so within 48 hours of the aforementioned formal notice,
24PM reserves the right to suspend the contract.
The contract will only be considered
concluded only when the following two cumulative conditions are met
fulfilled:
The member will have 30 days to pay the guarantee provided in article 7 to 24PM. If the guarantee provided for in this article has not been has not been paid within the aforementioned period, 24PM may terminate the contract contract without notice. By signing the contract, the member unreservedly accepts the present ROI 2021 as well as 24PM's articles of association, which he acknowledges having read.
4.4.1. The contract concluded between the
member and 24PM by subscribing to one of the support plans
plans is for an indefinite period.
It may be terminated
one month's notice given by either party by registered letter, without prejudice
without prejudice to the application of articles 5.3, 10 and 11.1.
4.4.2. In the case of
partner" support plan, the first six months of the support
the first six months of the support plan constitute a trial period for the new
new member, during which he or she benefits from the status of "Partner
"Partner" status.
At any time during this
trial period, 24PM may, at its sole discretion, invite the prospective
"Partner" to transfer Shares in his or her company to it and enter into a shareholder
a shareholder agreement with 24PM.
In such
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, with the exception of providing
24PM's support and monitoring, as well as strategic advice, both of which are provided for in the member's support plan.
strategic advice, both of which are provided for in the member's support plan.
24PM will not charge for any services dedicated to fulfilling its
shareholder obligations (in particular, participation in general meetings) within the
meetings) within the member's structure.
If the
invitation, or if 24PM chooses not to invite the "Partner" member
not to invite the prospective "Partner" member to transfer a certain percentage of the
a certain percentage of the Shares, the latter will henceforth benefit from a "Standard
plan from the day following expiry of the aforementioned trial period.
the aforementioned trial period.
The member may notify
notify 24PM at any time of his or her wish to change support plan,
by e-mail, via the Intranet or by telephone.
The member is notified
that their request has been received by e-mail, inviting them to confirm
confirm his or her wish to change support plan.
In the case of
to a lower support plan - i.e. from the Partner support plan to one of the
Partner support plan to one of the other two, or from the
support plan to the Basic support plan - the change in support
will be effective from the first day of the month following the member's
month following confirmation by the member of his/her wish to change support plan.
support plan.
In the case of
to a higher support plan - i.e. from the Basic support plan to one of the
to one of the other two, or from the Basic support plan to the
support plan to the Partner support plan - the change of support plan
will take effect as soon as the member confirms.
Any member may
appoint one or more agents to carry out the contract concluded with
with 24PM.
If the mandate includes
limits, the member communicates them to 24PM. In the absence of such
24PM will consider the mandate as unlimited.
The agent
identifies himself with his own combination of e-mail address and password by
following the procedure indicated on the 24PM website. The member undertakes
that all information provided at the time of identification of the
identification is accurate and up to date throughout the duration of the contractual
relationship with 24PM.
Should 24PM
information is no longer up to date, 24PM may give the member formal notice to
member to update the information concerned. Should the member fail
to do so within 48 hours of the aforementioned formal notice,
24PM reserves the right to suspend the member's account.
In the course of the collaboration
of the collaboration and the application of this ROI 2021, any action taken by the
within the limits of its mandate, if any, will be considered as an act of the
by the member.
The mandate is
validly established by the creation, on its intranet, of a new user account
account.
Upon conclusion of the
contract, the member has access to the intranet, which shows his or her financial
with 24PM in real time.
The intranet enables
member to consult in real time, among other things :
The member may
to notify 24PM at any time via the intranet or by e-mail that certain
that certain aspects of their collaboration on the intranet do not
intranet do not correspond to their wishes.
The member undertakes to
consult the intranet at least once a week.
The member expressly
expressly acknowledges that the estimates are provided for information purposes only.
The member accepts that
the duration actually invoiced for a task may be up to three times
than the estimated duration, bearing in mind that the latter is impossible
to calculate exactly a priori since it depends on external
external factors, including the member's willingness and the way it evolves
of the project.
The member
can ask 24PM for access to additional services,
not included in the price of the support plan.
A list of
applicable to these additional services at the time the contract is signed.
is available on the member's intranet, and the member expressly acknowledges
member expressly acknowledges that these rates may be modified during the course of the
the procedure set out in article
5.3.
The member,
and 24PM both agree that the acceptance of invoices by the member and their
issued to 24PM constitutes acceptance
acceptance of the price, and that any invoice not contested within a short time
considered definitively accepted, without possibility of recourse.
T
All prices
rates, including those in the present ROI 2021, are exclusive of tax
(VAT, customs duties, etc.).
The member
formulates his request for additional services via his intranet or via his
Project Manager.
In the
is made via the member's intranet, the member expressly accepts the rates
the rates applicable to this request, as well as any RSO describing the
any RSO describing the characteristics and conditions of the complementary
service in question.
In the
the request is made via the Project Manager, the member receives confirmation of the
confirmation of the request by e-mail or verbally.
concomitantly, the member's intranet is updated to enable him/her to check
check the items planned for their account.
If the
request corresponds to one of our services governed by an RSO, we send an e-mail confirming the request, together with any RSO
describing the characteristics and conditions of the additional service in
service in question.
If no reaction is received within 5 days, the member is deemed to have
acceptance of the said RSO.
The member
may nevertheless accept an RSO directly by clicking on the link provided for this purpose
link in the e-mail sent to him/her.
No
reproach due to a member's lack of responsiveness shall be addressed to 24PM
if the member has not explicitly accepted the RSO concerning his or her
request.
The member
expressly acknowledges that if an RSO deviates from this ROI
2021, the provisions of the RSO shall prevail. The present ROI 2021 remains applicable
for all matters not governed by the RSO.
Additional services
will be invoiced in addition to the membership fee payable at the beginning of each month, plus
VAT and payable according to the payment terms below.
When
applicable rates are modified by 24PM, the member will receive an e-mail
notification by e-mail indicating the modifications or
to consult them on their intranet.
From the
of the e-mail, the member has 15 days to contest the price change.
modification.
During this period, unchanged rates will apply.
apply.
If no objection is received within 15 days
of the e-mail notifying the member of the rate change,
will be considered as accepted and will be applied as soon as the said
15 days.
Upon receipt
24PM will suspend all services affected by the price change.
rates.
If the
dispute persists, either party may exercise its right to terminate the agreement
its right of termination under article 4.4.1.
During the
during the notice period, the contribution for the support plan chosen under
chosen under article 4.2 will be billed at the rate applicable prior to the
the contested change.
The member expressly acknowledges that any taxes related to the member's activity that may be applied to 24PM as a result of its collaboration with the member will be re-invoiced to the member.
In the 24PM's liability insurance needs to be activated due to the member's misconduct member's misconduct, the deductible will be payable by the member, capped at €125.
The cost of are passed on to the member based on the following formula the following formula:
Where:
EOM corresponds to space occupied by member data
CT24PM corresponds to the total cost of storage borne by 24PM for all members.
CTS corresponds to the storage capacity used by all members
Within the projects and assignments entrusted to 24PM by the member, expenses and and disbursements will be billed to the member as follows:
The member pays
payment of invoices by direct debit through a bank account
authorized by the member in favor of 24PM or any other direct debit method
agreed between the parties.
If, in exceptional cases, as part of the contract concluded
between the parties or in the course of collaboration, it has been agreed that the
not be made by direct debit, the member shall make prepayments
member makes prepayments, at a frequency and in an amount agreed upon
at the time of contract conclusion or during the course of the collaboration
during the course of the collaboration between the member and
and 24PM
The
invoices are issued monthly.
The
invoices are issued every 15 days, or when the amount of services and
the amount of services and expenses included therein reaches half of the
financial guarantee as set out in article 7, whichever comes first.
due date.
The
will be made within 10 days of the invoice date or on the due date, whichever comes first.
on the due date, whichever comes first.
Any
of an invoice issued by 24PM must be made in a reasoned manner
by registered mail or via the electronic form provided on the member's intranet
member's intranet within 10 days of the invoice being issued.
concerned.
All
must contain the following information:
24PM will
a reasoned response to any challenge made in accordance with this article.
reply.
If, despite
response, the dispute persists, either party shall have the right to terminate the
terminate the contract with 15 days' notice.
Any debit
of a sum due and, in general, any sum not paid on the due date will be
1% per month of delay, as well as a penalty clause of
a penalty clause of 10% of the outstanding amount, with a minimum of €150.
In the
24PM performs new tests.
An administrative
of €15 per direct debit rejection.
If the
situation persists, 24PM will contact the member concerned, informing them that they now have
that they now have 10 days to choose one of the following two options
options:
If neither
has not been selected and implemented by the member within the specified
24PM reserves the right to terminate the contract to the member's detriment in
in accordance with article 10.
24PM will
also have the right to deduct the amount due from the financial guarantee
in accordance with article 7.
Any owed by 24PM to the member and not paid on the due date will be increased by automatically and without prior notice be subject to late payment interest of 1% per month as well as a penalty clause of 10% of the outstanding amount, with a minimum of minimum of €150.
To guarantee
the amount of the support plan and any additional services and expenses
billed in addition, the member provides a financial guarantee of between €1,000.00 and €10,000.00,
set when the contract is signed.
This amount is paid
to the bank account specified when the contract was concluded, or collected
by any means accepted by 24PM.
The financial guarantee may be supplemented
agreement of both parties at the time of contract conclusion, be supplemented by a personal
a personal surety, in which case a surety contract will also be concluded.
concluded.
The amount of the financial
can be increased during the course of the collaboration by means of a request
request made by the member via his intranet or by 24PM via the Project
Manager.
It may also be
spontaneously increased by the member, provided that the total paid does not exceed
10,000.00.
Members can consult their financial
financial situation at any time by logging on to their intranet, where their
and guarantee accounts.
The member expressly acknowledges that 24PM the right, upon termination of the contract, to deduct the amount amount remaining due and not validly contested in accordance with article 6.3 by the the member from the financial guarantee set up in accordance with article 7.1.
A member whose contract has
may request the return of their financial guarantee.
24PM has 12 months in which to
months to return the balance of the financial guarantee to a member.
This article is an essential element of this ROI 2021, without which 24PM would not have would not have entered into the contract with the member. of the contract to the detriment of the member as provided for in article 10.
Each
specialization and different expectations, support from
24PM will be provided on a case-by-case basis, according to the instructions and
information provided by the member.
To this end, the member undertakes to
collaborate with 24PM in order to provide useful advice for the
projects.
The
decisions will be made jointly by the member and 24PM.
No
member's failure to cooperate actively shall not be held against
to 24PM.
As part
collaboration with 24PM, the member will be assigned a Project Manager
Manager, who will be the member's main point of contact for the duration of the contract with
with 24PM.
24PM reserves
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
intranet, to change Project Manager in the event of disagreement or any other
affecting the smooth running of the contractual relationship.
The member
expressly acknowledges that any communication relating to current projects may be
may be made via the intranet or by e-mail to the member's
Project Manager, and only to him/her.
The parties have
the right to record any conversation between them for evidentiary
evidentiary purposes. These recordings may also be used by 24PM to improve its services.
to improve its services.
To ensure optimal service to its members 24PM calls on the services of :
24PM reserves
reserves the right to modify the composition of the team assigned to
at any time and without prior notice, except in the event that such a change
where such a change involves a change in pricing.
In the
case, the member will be informed of the change and its financial
financial implications, and may react in the manner set out in article 5.3.
The member expressly undertakes to :
The member expressly that the present article 8.3.3 is an essential clause of the present ROI 2021, non-compliance with which will result in the termination of the contract to its detriment as provided for in article 10.
The member may entrust 24PM with recurring tasks
on the basis of a maximum monthly budget, determined by the member and subject to
subject to acceptance or refusal at 24PM's sole discretion.
These tasks will then be
carried out by 24PM employees until the budget limit set by the
has not been reached. These tasks may be maintenance
or monitoring tasks, the duration of which may vary according to the
depending on the member's needs and budget (e.g. social networking
networks, checking computer equipment, regular maintenance services, etc.).
The member can change the monthly, weekly or daily limit for each recurring task
recurring tasks via his intranet or by e-mail to his Project Manager.
his Project Manager.
If the limit is increased, it may be applied immediately
apply immediately to the current period (day/week/month).
(day/week/month).
In the event of a decrease, on the other hand, it will only be
the beginning of the next period.
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 therefore undertakes to do its utmost to offer all the services required by members, within the scope and limits of its competences as defined in its bylaws, without guaranteeing the result.
24PM may only be held liable in proportion to 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 document applicable to the relationship between the parties, the member has the following obligations:
The member expressly acknowledges that he or she is the sole owner of his or her data, and is therefore solely responsible for making regular backups thereof. 24PM declines all responsibility in the event of non-compliance by the member with this article.
The member undertakes to use the computer resources made available to him and shared between members (server, remote workstations, etc.) in a normal and non-abusive manner, in particular, but not exclusively, by :
24PM remains the sole owner of all intellectual property rights relating to software, concepts, projects, ideas and other items 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, regardless of the form and medium, of elements developed by 24PM, with 24PM undertaking 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.
The right to use any graphic charter developed by 24PM is limited to the member and solely in connection with the activity specified in his contract, to the exclusion of any other activity.
In the event of termination of the contract, payment by the member of all its invoices grants the member a non-exclusive right to use the intellectual property developed by 24PM as part of the collaboration.
The former member will nevertheless ensure that 24PM's ownership of intellectual property rights is acknowledged in any communication using the aforementioned elements.
The member undertakes not to hire any 24PM staff and/or service provider for any reason whatsoever during the contract period or for 12 months after the end of the contract.
In the event of a breach of this clause, the member will be required to pay a lump sum equal to the gross annual salary of the person dismissed at the time of departure.
The member expressly acknowledges that the present article 9 is an essential clause of the present ROI 2021, non-compliance with which will result in the termination of the contract to his detriment as provided for in article 10.
Any serious breach by the member or 24PM of its obligations will automatically result in the termination of the present contract, without notice or prior intervention by any court.
Serious breach" within the meaning of the preceding paragraph means any breach by one of the Parties which so affects the necessary trust between the Parties that the continuation of any cooperation between them would become impossible, including but not limited to breaches of articles 6.4, 7, 8.3.3 and 9.
The foregoing terms of automatic termination are without prejudice to any termination of the present contract arising from any other breach of the present contract, in accordance with the forms and conditions of common law as defined by the legal or regulatory provisions applicable to the said contract.
By virtue of any resolution :
This ROI 2021 takes effect on May 1, 2021, unless otherwise specified when the contract is concluded 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 notification by e-mail indicating the modifications or inviting him to consult them on the 24pm.be website.
Once the e-mail has been sent, the member has 10 days to contest the ROI 2021 modification.
Upon receipt of any dispute, 24PM will suspend any services affected by the ROI 2021 modification in question. In this case, the parties will attempt to settle 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 e-mail notifying the member of the change to the ROI 2021, the latter will be deemed to have been accepted and will be applied as from the expiry of the said 10 days.
Unless otherwise contractually agreed, including within this ROI 2021, all notifications under this ROI 2021, including formal notices, shall be made by e-mail.
This ROI 2021 is governed solely by Belgian law.
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 mediation, organized by the most diligent party via the ASBL Brussels Business Médiation Center (https://www.bmediation.eu/)
The mediation will be conducted in French.
The parties agree that in the event of a dispute concerning the interpretation, performance and effects of the present ROI 2021 and, more generally, of the contract entered into between the parties, and of failure to settle such dispute through the mediation provided for in article 11.3.2 of the present ROI 2021, the said dispute shall be submitted, at the request of the most diligent party, to arbitration by the CHAMBRE D'ARBITRAGE ET DE MÉDIATION ASBL (www.arbitrage-mediation.be) in accordance with its regulations.
The arbitration proceedings will be conducted in French.
The invalidity of any provision of this ROI 2021 shall in no way affect the validity of the other provisions hereof. The Parties shall use their best endeavours to replace the invalid provision with one of equivalent effect.
If the ROI 2021 is translated into a language other than French, the member acknowledges that said translation is provided for information purposes only.
In the event of any difference of interpretation between the French version and the other version, the French version shall prevail.
24PM and the member are bound to maintain the confidentiality of all information communicated in the course of executing the contract between them. They undertake 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 collaborate proactively with 24PM to ensure that all operations dealing with data affected by the said Regulation are done so in full compliance with it.
If 24PM is instructed by the member to implement RGPD compliance for its benefit, it undertakes to provide all elements requested by 24PM's agent in order to enable it to carry out its mission lawfully and promptly.
The member hereby indemnifies 24PM against any fine that may be imposed as a result of non-compliance by the member or any of its employees, subcontractors, etc. with the said regulations.
24PM shall be entitled to suspend any hosting of data, sites or servers whose compliance with the GDPR has not been established, pending conclusive verification of actual compliance.
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