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.
• To consult the old ROI2021 : click here.

Specific rules of operation

RSO 2021/001 - VoiP Services (telephony)

RSO 2021/002 - Hosting of data and websites on 24PM's servers

OSR 2021/003 - External Resources

Ratified at the Extraordinary General Meeting of August 1, 2023, effective August 24, 2023.

 

 

 

Article 1 - Presentation of 24PM

Founded in 2012, 24PM is a cooperative focused on strategic support for companies. It is made up of associates and employees, offering pooled resources at the service of members. The Stratèges, intervening as dedicated or general support, provide expertise in strategic orientation. It should be noted that companies have the option of implementing their strategic guidelines in collaboration with cooperative members. The specifics of this collaboration are set out in later sections of this document.

Article 2 - Definitions

For the purposes of this ROI 2021, the following definitions apply:

Affiliate A legal entity or natural person having the status of a company and bound by an affiliation contract with 24PM prior to the application of this ROI 2021, as mentioned in 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.

Trust account Virtual account accessible via the member's intranet, reflecting both a member's financial guarantee account heading (taking into account amounts received and unpaid) and customer account movements.

Strategic advice Consultancy to help define company policy and draw up a strategy that can be translated into an action plan.

Cooperators C C shares: Holders of C shares who, because of their skills, can provide services to members and affiliates. Subscription to these shares is not covered by this ROI.

Recurring invoice : Document issued by 24PM, subdivided into several sections, reflecting the member's use of 24PM services. Possible sections include :  

1. Support package: This section covers the cost of the support package selected by the member, in accordance with article 4.2.
2. Benefits: This section covers all additional costs for which the member may be liable. It includes, among others:
   • Services not included in the initial support plan,
   • Any miscellaneous expenses incurred by 24PM for member support that are not covered by the support package,
   • The sales margin applied according to the support plan chosen by the member,
   • Additional services, not included in the support package, requested by the member via the intranet or during a strategic follow-up meeting.

It should be noted that contributions by collaborators, cooperators and associates are charged in 15-minute increments, with each increment counted in full.

Group rate : Tariff defined by 24PM for a service offered to the member, with optimized margins.

Intranet Digital platform enabling members to interact with 24PM, place orders and assign jobs.

Trade Margin: Group rate surcharge, depending on the support plan chosen.

Member Any individual or legal entity with corporate status who has subscribed to a 24PM support plan.

Support plan or plan Formula selected by the member when signing the contract, defining access to 24PM services.

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 Cost of 24PM plans, resources and services, excluding VAT.

Article 3 - Scope of Application

ROI 2021 applies to any new or revised member or customer relationship with 24PM as per article 11.1; ROI 2019 applies otherwise.

Article 4 - Conclusion of the contract and support plans

4.1 Entering 24PM

By choosing to join 24PM by signing an affiliation contract, any individual or legal entity who concludes the affiliation contract acquires a type B share with a value of €1.00, thereby becoming a cooperative shareholder of SCRL 24PM. They give 24PM's Board of Directors a mandate to enter their name in the shareholders' register, both on joining and on terminating the contract. On conclusion of the contract, she undertakes to sell her share to 24PM for €1.

4.2 Types of support plans

When joining 24PM, the member or customer chooses a support plan that determines his or her level of access to 24PM's resources and services.

• Simple Customer Access" plan This plan comes with a 50% surcharge on the group rate, reflecting the commercial margin. It gives access to shared teams, but with no guarantee of planning deadlines. No strategic follow-up or shared services are included.
• Basic" plan This plan, with a sales margin of 38%, provides access to shared teams at a premium group rate, with a commitment to process requests within 15 days. It includes a monthly strategic consulting meeting of up to 2h30. Shared services are also available. Additional strategic follow-up is billed at the current strategist rate. Requests for a strategic study report are invoiced on the basis of 10 hours' work by the strategist.
• Standard" plan This plan, with a sales margin of 15%, provides access to shared teams at a premium group rate, with a commitment to process requests within 5 days. It includes two monthly strategic advisory meetings of up to 2.5 hours. Shared services are also available. Additional strategic follow-up is billed at the prevailing strategist rate. Requests for a strategic study report are invoiced on the basis of 10 hours' work by the strategist.
• Partner Plan Without adding any commercial margin, this plan guarantees unlimited access to shared teams at group rates. Scheduling deadlines are defined in accordance with the established agreement. Strategic advisory meetings, in line with the agreement, are provided, as well as access to a Whatsapp group followed by the entire team of strategists linked to the member's files. Access to shared services is included. This plan includes up to two annual strategic study reports, at no additional cost, at the member's express request.

4.3. Signing process and updating information

Contract signature : Members can formalize their commitment in one of two ways:

• By returning a manually signed or scanned contract to 24PM;
• By using the 24PM website or another e-signature platform that complies with the European standard, and following the specified steps.

Accuracy of information : It is essential that the member ensures that the information provided is accurate and up-to-date. If 24PM identifies obsolete or incorrect data, the member will be asked to correct it within 48 hours. In the event of non-compliance after this deadline, 24PM is entitled to temporarily suspend the contract.

Contract finalization : The agreement materializes when :

• 24PM receives the duly signed contract;
• The member is registered in the shareholders' register.

Warranty: Depending on the member's credit score, a guarantee may be required, as detailed in article 7. The member will then have 30 days to pay this guarantee. Failing payment within this period, 24PM is entitled to terminate the contract.

Adherence to terms : By signing the contract, the member confirms unreserved acceptance of ROI 2021 and the current 24PM bylaws.

4.4. Duration and modification of the support plan

4.4.1. Monthly commitment

The contract binding the member to 24PM through subscription to one of the monthly commitment support plans is for an indefinite period. It may be terminated by either party giving one month's notice by registered letter, in compliance with articles 5.3, 10 and 11.1.
Members may modify their support plan at any time. The modification request may be sent by e-mail, via the member's Intranet or by telephone. Once the request has been received, 24PM will send confirmation by e-mail. If the member wishes to change to a lower monthly commitment plan, the change will take effect on the first day of the month following confirmation. For a transition to a higher monthly commitment plan, implementation is instantaneous upon member confirmation.

4.4.2. Annual commitment

The contract binding the member to 24PM through subscription to one of the annual commitment support plans is for a fixed period of one year. At the end of this period, it will be automatically renewed for successive one-year periods, unless terminated by either party with three months' notice before the end of the current period, notified by registered letter, in compliance with articles 5.3, 10 and 11.1.
For this annual commitment, the member agrees to pay the full amount of the chosen support plan in a single payment at the beginning of the period. In return for the one-year commitment, the member will benefit from a preferential rate corresponding to 10 (ten) months' membership instead of 12 (twelve).

At the end of each commitment year, the member may modify his annual support plan. The modification request can be sent by e-mail, via the member's Intranet or by telephone. 24PM will confirm the request by e-mail. If the member wishes to change to a lower plan with an annual commitment, the change will take effect on the first day of the month following the end of the current annual period. In the case of a transition to a higher annual commitment plan, implementation will begin on the first day of the new annual period. However, the difference in cost between the new plan and the previous plan, for the period already covered by the initial contract, will be invoiced to the member.

In the event of late payment of more than 10 (ten) days within the framework of an annual commitment, the 2 (two) months offered below will be invoiced and due by the member.

4.6. Agent

Any member may appoint one or more representatives for the performance of its contract with 24PM. Unless otherwise indicated to 24PM, the representative will be presumed to have an unlimited mandate.

The representative logs in via his or her own e-mail address and password, in accordance with the instructions on the 24PM website. It is the member's responsibility to ensure that the proxy's information is accurate and up-to-date throughout the collaboration with 24PM.

If the information is found to be out of date, 24PM will ask the member to update it. If no response is received within 48 hours, 24PM may suspend the member's account. Any action taken by the agent within the scope of his mandate is deemed to be that of the member. The proxy's legitimacy is confirmed by the creation of a new user account on the member's intranet.

4.7. Member's intranet

Once the contract has been signed, the member obtains access to the intranet, reflecting his or her financial situation vis-à-vis 24PM in real time. Through this intranet, the member can consult his fiduciary situation, his guarantee account, information on the collaborators assigned to the project, including their status and hourly rates, the list of services provided by 24PM, the amounts due for these services, future cost forecasts, as well as the amounts owed by 24PM to the member.

The member may, at any time, notify 24PM via the intranet or by e-mail of any discrepancies between the collaboration posted on the intranet and his or her intentions. Members undertake to consult the intranet at least once a week.

The member expressly acknowledges that the estimates provided are purely indicative. He understands and accepts that the time actually charged for a task may be up to three times greater than the initial estimate, given the external variables influencing the project, including the member's decisions and changes of direction.

Article 5 - Additional services and rates

5.1. Price list

The member may request additional services from 24PM, excluding the support plan. Current rates are available on the intranet and may be modified in accordance with article 5.3. Acceptance of invoices by the member implies approval of the price. Any invoice not contested within a short period of time, or paid even partially, is deemed accepted without recourse. All prices quoted are exclusive of VAT.

5.2. Request for additional services

Members can submit requests for additional services via their intranet interface or through their Project Manager, by e-mail or in person at a follow-up meeting.

Acceptance via the intranet implies acceptance of the tariffs and the associated Specific Operating Regulations (SOR).

If the request is forwarded by the project manager, a confirmation is sent to the member and an update is posted on the member's intranet for consultation.

If the service requested is covered by an RSO, a confirmation e-mail, including the relevant RSO, is sent to the member.

In the absence of a reply within five days, the member's acceptance is presumed. The member may also accept directly via a link in the e-mail. 24PM cannot be held responsible if the member fails to respond explicitly to an RSO.

If a contradiction arises between the RSO and the ROI 2021, the RSO takes precedence. Additional services are subject to additional invoicing, plus VAT, in accordance with the terms and conditions defined at a later date.

5.3. Change in rates

In the event of a price change by 24PM during the course of a project, the member is informed by e-mail and has 15 days in which to express his objection.

If there is no dispute, the new rate is accepted and applied after these 15 days. If there is a dispute, 24PM will suspend the services concerned, and if the disagreement persists, the parties may terminate the contract in accordance with article 4.4.1, billing the services at the initial rate during the notice period.

5.4. Taxes

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.

5.5. Repealed

Article 5.5 was repealed in 2023.

5.6. Member data storage

The cost of storing the member's data is passed on to him without margin.

5.7. Costs and disbursements

In the context of projects and assignments entrusted to 24PM by the member, costs and disbursements are invoiced as follows: for the supply of materials, the cost is equal to the purchase price plus a commercial margin; copies and typed letters are €4.00 per page; the travel allowance for meetings outside 24PM's premises is €0.5 per kilometer; and the cost of file storage is calculated by dividing the purchase price of the media by 36 for one month.

Article 6 - Payments and billing

6.1. Payment methods

The member's financial obligations to 24PM shall be discharged by direct debit, resulting from an expressly authorized direct debit in favor of 24PM, or by any other mutually agreed direct debit mechanism.

In addition, the member authorizes 24PM to initiate a direct debit from any bank account from which he/she has previously made a payment to 24PM, in the event that he/she has not activated this method on his/her own initiative.

In the event that, either at the time of contractualization or subsequently during the collaboration, a derogation is agreed concerning the usual terms of payment, the member will make advance payments.

These fees, the frequency and amount of which are defined when they are introduced, may be revised, subject to bilateral agreement between the member and 24PM during the course of their collaboration.

6.2. Billing frequency

Invoices are issued monthly or annually, depending on the support plan chosen by the member, on the anniversary date of the contract.

If an internal line of credit and/or a deposited guarantee are available, invoices for services are issued fortnightly or triggered halfway through the financial guarantee. Without these guarantees, invoicing is daily.

Direct debits are made within 10 days of the invoice date or when the invoice becomes due.

6.3. Invoice disputes

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:

• Exact invoice reference
• The amount of the dispute
• The object of the dispute
• If applicable, the documents justifying the dispute
• If applicable, the date of payment of the indisputable amount due.

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. Late payment and non-payment

6.4.1. Late payment and non-payment by the member

Any amount unpaid on its due date will automatically incur interest of 1% per month and an indemnity of 10% of the amount due, minimum 150 €, without prior notification. After a refused debit, 24PM will try again, adding a €15 administrative fee per rejection. If the non-payment persists, 24PM will give the member 10 days to set up a new direct debit or opt for prepayments, as described in article 6.1. In the absence of regularization, 24PM may terminate the contract in accordance with article 10 and draw on the financial guarantee 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 €.

Article 7 - Financial Guarantee, Collateral Account and Trust Account

7.1. Constitution of the financial guarantee

In order to ensure payment of the support plan and additional costs, the member may optionally set up a financial guarantee of between €1,000.00 and €10,000.00, fixed at the conclusion of the contract. If this guarantee is not established, and in the absence of a credit line granted at 24PM's discretion, billing will be carried out on a daily basis. If the member chooses to set up this guarantee, the amount will be paid into the account designated in the contract or by any other means validated by 24PM. A personal surety bond may also be added to the guarantee, requiring a separate surety bond contract. Within the €10,000.00 limit, members can adjust the amount of the guarantee and consult their financial situation via their intranet.

7.2. Implementation of the financial guarantee

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.

7.3. Account closure and balance refund

A member whose contract has been terminated may request the return of his or her financial guarantee. 24PM has 3 months in which to return the balance of the financial guarantee to a member.

Article 8 - Development of the relationship between the parties

8.1. Cooperation between the member and 24PM

The member, recognized for his or her specific speciality, is required to work closely with 24PM, through his or her strategist or Project Manager, on the realization of his or her projects. Instructions and decisions are taken jointly. 24PM shall not be held liable for any failure on the part of the member to cooperate in this way.

8.2. Relationship between the member and the Project Manager

The member is assigned to a strategist or project manager defined by 24PM for the duration of the contract. Although 24PM may reassign a new referent without justification, the member may, for valid reasons, request a change by electronic means. All communications relating to the project will take place exclusively with this contact person. Exchanges may be recorded for evidentiary purposes and to improve 24PM's services.

8.3 Participants in the collaboration between the member and 24PM

8.3.1. Typology

24PM ensures that it provides a quality service by bringing together various players: 24PM employees, C Cooperators, Senior Associates, and any subcontractors that may be necessary. The rates for these contributors are set out and can be consulted in article 5.

8.3.2. Change of team

24PM reserves the right to modify the composition of the team assigned to accompany the member at any time and without prior notice. If this affects pricing, the member will be informed in accordance with article 5.3.

8.3.3. Relations between the member and the various parties involved

The member shall instruct only the Project Manager or the Cooperating or Senior Partner of 24PM, unless otherwise agreed by 24PM. Non-compliance with this article is cause for termination of the contract as stipulated in article 10.

8.4. Recurring tasks

The member can assign recurring tasks to 24PM according to a defined budget, which can be modified via the intranet or by e-mail. Adjustment to a budget increase is immediate, while a reduction applies to the following period.8.5. 24PM's obligations

8.5 24PM's obligations

8.5.1. Obligation of Means and Appointment Booking

Within the framework of the ROI 2021 and any other associated contractual document, 24PM undertakes to use all necessary means to ensure the provision of its services to members, in accordance with its statutory powers. However, it is explicitly stipulated that 24PM is subject to an obligation of means and not an obligation of result.

It is up to members to take the initiative in scheduling their strategic follow-up appointments. Although 24PM makes every effort to honor all appointments requested by its members, due to potential constraints such as availability or other pre-existing commitments, the company cannot guarantee that every appointment request will be systematically honored. Thus, strategic appointment and consultation services are offered on a "best effort" basis, with no commitment on the part of 24PM to guarantee a specific date or time slot.

8.5.2 Limitation of liability

Except in the case of wilful misconduct or gross negligence, 24PM's liability is limited to the amount paid by the member for the service concerned.

8.6 Member obligations

In addition to the obligations mentioned in the ROI 2021 and other applicable documents, the member must:

8.6.1 Ensuring Data Backup

The member is responsible for backing up his or her data. 24PM assumes no responsibility for any negligence in this regard.

8.6.2 Using resources responsibly

Members must make appropriate use of shared computing resources, in particular by refraining from sending mass e-mails, installing malicious software, storing illegal files, using servers for intensive calculations or making unauthorized connections.

8.8. Intellectual Property

8.8.1. Ownership and Limited Assignment

24PM exclusively holds all intellectual rights to software, concepts and other elements developed for a member. An assignment to a member confers only a limited right to use these elements. For any use by a third party, the prior agreement of 24PM is required, which will be given unless it infringes 24PM's rights or is prejudicial to its interests or those of its members.

8.8.2. Use of the Graphic Charter

The right to use any graphic charter designed by 24PM is reserved exclusively to the member for the activity specified in his contract.

8.8.3. Durability of the Right of Use

On termination of the contract, subject to full payment of invoices by the member, the latter obtains a non-exclusive right to use the intellectual property elements created by 24PM during the collaboration. However, the former member must mention 24PM's ownership in any communication using these elements.

Article 9 - Non-solicitation clause

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.

Section 10 - Termination of the Contract at the Member's or 24PM's Fault

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 :

- The party to whose detriment the contract is terminated will owe the other party a fixed and irreducible indemnity corresponding to 3 months' contribution to the support plan subscribed to, with a minimum of €1,000;

- All sums still owed by the member to 24PM and vice versa and not validly contested in accordance with article 6.3 will be deducted by 24PM from the guarantee set up in application of article 7 ;

- All sums owed by the member to 24PM under the terms of the contract concluded between the parties shall remain the definitive property of 24PM and vice versa.

Article 11 - Final clauses

11.1. Entry into force and amendments to this ROI 2023

This ROI 2021 takes effect on 1^er August 2023, unless otherwise specified when the contract is concluded with the member.

24PM reserves the right to modify this ROI 2023 unilaterally. When the ROI 2021 is modified by 24PM, the member will receive a notification by e-mail indicating the modifications or inviting him 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.

11.2. Notifications

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 Applicable law, mediation clause and arbitration clause

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 2023 and, more generally, of the contract concluded between the parties, the parties will first have recourse 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.

11.3.3. Arbitration clause

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 concluded between the parties, and of failure to settle such dispute by mediation as 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 rules.

The arbitration proceedings will be conducted in French.

11.4. Severability Clause

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.

11.5. Primacy of the French version of the ROI 2021

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.

11.5 RGPD and privacy

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 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 the 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 RDPG has not been established, pending conclusive verification of actual compliance.