Last updated: June 1, 2025
These Terms of Service (“Terms”) govern your use of the website https://andreabattaglia.info (the “Website”) and any business‐and‐technology advisory services (the “Services”) provided by Andrea Battaglia (the “Company,” “we,” “us,” or “our”), an Italian sole proprietor with registered office in Italy. By accessing the Website or engaging our Services, you (“Client,” “you,” or “your”) agree to be bound by these Terms. If you do not agree, please do not use the Website or request any Services.
1. Scope of Services
1.1 Advisory Services. The Company offers professional business and technology advisory, including but not limited to digital strategy, go-to-market strategy, partner ecosystem development, technology advisory (with focus on open-source and edge computing), and portfolio management. Specific deliverables and project scope will be defined in a separate written agreement (the “Service Agreement”) signed by both parties.
1.2 Website Content. The Website provides information about the Company’s background, expertise, service offerings, and contact details. Content may include articles, whitepapers, case studies, and other materials (collectively, “Content”). All Content is for informational purposes only and does not constitute legal, financial, accounting, or other professional advice.
2. Client Obligations
2.1 Accurate Information. You agree to provide complete and accurate information regarding your organization, project, objectives, and any other data necessary for the Company to perform the Services.
2.2 Access and Cooperation. You shall grant the Company reasonable access to your employees, facilities, data, and systems as needed to deliver the Services. You agree to cooperate in good faith and respond to the Company’s reasonable requests in a timely manner.
2.3 Decision-Making Authority. You represent and warrant that you have the authority to enter into the Service Agreement on behalf of your organization. You will inform the Company promptly if any limitations on decision-making or change in authority arise.
3. Fees, Expenses & Payment
3.1 Fees. The Company’s fees for Services will be set forth in the applicable Service Agreement or proposal. Fees may be charged on an hourly, daily, or project-basis. All fees are quoted in Euros (EUR) unless otherwise agreed.
3.2 Expenses. You agree to reimburse the Company for reasonable out-of-pocket expenses incurred in connection with the Services (e.g., travel, lodging, meals) provided that such expenses have been pre-approved in writing.
3.3 Invoices & Payment Terms. The Company will invoice on a monthly basis or as specified in the Service Agreement. Unless otherwise agreed, all invoices are due and payable within thirty (30) days of invoice date. Late payments accrue interest at 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) and you agree to pay any collection costs, including reasonable attorney’s fees, incurred in collecting late payments.
3.4 Taxes. All fees are exclusive of VAT (IVA) and any other applicable taxes, duties, or levies. You agree to pay any VAT or similar taxes imposed on the Services, unless you provide the Company with a valid VAT exemption certificate or other documentation.
4. Confidentiality
4.1 Definition. “Confidential Information” means any non-public information disclosed by either party (the “Disclosing Party”) to the other (the “Receiving Party”), whether in written, oral, electronic, or other form, that is designated as confidential or would reasonably be understood to be confidential under the circumstances.
4.2 Obligations. The Receiving Party shall:
(a) Use Confidential Information solely for purposes of performing its obligations under these Terms and any Service Agreement.
(b) Protect Confidential Information using at least the same level of care it uses to protect its own confidential information (but not less than reasonable care).
(c) Not disclose Confidential Information to third parties except to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than these.
4.3 Exceptions. Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault of the Receiving Party.
(b) Is lawfully received from a third party without breach of confidentiality.
(c) Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
4.4 Mandatory Disclosure. If the Receiving Party is required by law (e.g., subpoena, court order) to disclose Confidential Information, it shall provide the Disclosing Party prompt written notice to allow for a protective order or other remedy and shall disclose only the minimum required.
5. Intellectual Property
5.1 Company IP. All methodologies, frameworks, templates, processes, tools, and materials that the Company has developed prior to or independently of providing Services (collectively, “Company IP”) remain the sole property of the Company. The Company hereby grants Client a non-exclusive, non-transferable, royalty-free license to use Company IP solely for Client’s internal business purposes in connection with the Services.
5.2 Client Data. Client retains all right, title, and interest in any data, documents, or materials provided to the Company (“Client Data”). The Company may use aggregated, anonymized data derived from Client Data for internal research, benchmarking, or improvement of its Services, provided such data does not identify Client or any individual.
5.3 Work Product. All deliverables created specifically for Client under the Service Agreement—including reports, presentations, and analyses (“Work Product”)—shall be owned by Client upon full payment of fees due. Notwithstanding the foregoing, the Company reserves the right to use non-confidential, non-identifiable portions of Work Product as part of the Company’s portfolio or marketing materials.
5.4 Third-Party Software. If the Company incorporates any third-party software or open-source components into deliverables, the Company will inform Client in writing. Client’s use of such components is subject to the third-party licensor’s terms.
6. Limitation of Liability
6.1 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE IN THESE TERMS OR A WRITTEN AGREEMENT, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT GUARANTEE SPECIFIC RESULTS OR BUSINESS OUTCOMES.
6.2 Limitation of Damages. IN NO EVENT SHALL THE COMPANY BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.3 Aggregate Liability. THE COMPANY’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO THE COMPANY FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE.
6.4 Allocation of Risk. Client and the Company agree that the fees charged reflect the allocation of risk set forth in these Terms, including the limitations of liability.
7. Indemnification
7.1 Client Indemnity. Client agrees to indemnify, defend, and hold harmless the Company, its officers, employees, agents, and contractors (collectively, “Company Indemnitees”) from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or in connection with:
(a) Client’s breach of these Terms or any Service Agreement.
(b) Client’s gross negligence or willful misconduct.
(c) Client’s violation of any applicable laws, rules, or regulations.
(d) Client Data or instructions that infringe or misappropriate any third-party rights.
7.2 Company Indemnity. The Company agrees to indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents (collectively, “Client Indemnitees”) from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or in connection with:
(a) The Company’s breach of these Terms or any Service Agreement.
(b) The Company’s gross negligence or willful misconduct.
(c) Claims that Company IP, as delivered to Client, infringes a third party’s patent, copyright, trademark, or other proprietary right, provided the Company is notified promptly in writing and given sole control of the defense and settlement of such claim. This indemnity does not apply if infringement arises from Client’s modification of Company IP or combination with non-Company materials.
8. Termination
8.1 Termination for Convenience. Either party may terminate the Service Agreement for any reason upon thirty (30) days’ prior written notice to the other party. Upon termination, Client shall pay the Company for all Services rendered and expenses incurred through the effective date of termination.
8.2 Termination for Cause.
(a) If Client fails to pay any undisputed fees within thirty (30) days of invoice date, the Company may suspend Services and terminate the Service Agreement upon ten (10) days’ written notice if payment is not received during that period.
(b) If either party materially breaches these Terms or the Service Agreement and fails to cure within fifteen (15) days after written notice of breach, the non-breaching party may terminate immediately.
8.3 Effect of Termination.
(a) Upon termination, Client must promptly return or destroy all Company Confidential Information.
(b) The Company will deliver to Client any Work Product completed as of the termination date, subject to full payment of fees and expenses.
(c) Sections 2 (Client Obligations), 3.3 (Invoices & Payment), 3.4 (Taxes), 4 (Confidentiality), 5 (Intellectual Property), 6 (Limitation of Liability), 7 (Indemnification), 8.3 (Effect of Termination), 9 (Governing Law & Jurisdiction), 10 (Miscellaneous), and any other provisions that by their nature survive termination, will survive.
9. Governing Law & Dispute Resolution
9.1 Governing Law. These Terms and any Service Agreement shall be governed by and construed in accordance with the laws of the Republic of Italy, without regard to its conflict of law principles.
9.2 Informal Resolution. Before initiating formal proceedings, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms through good-faith negotiations between senior representatives of each party.
9.3 Arbitration.
(a) If the dispute cannot be resolved informally within thirty (30) days, either party may submit the dispute to binding arbitration administered by the Milan Chamber of Arbitration (Camera Arbitrale di Milano) under its then-current Rules of Arbitration.
(b) The arbitration shall take place in Milan, Italy, in the Italian language.
(c) The arbitral award shall be final and binding on both parties, and judgment on the award may be entered in any competent court.
9.4 Injunctive Relief. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief in any Italian court to protect its intellectual property or confidential information.
10. Miscellaneous
10.1 Amendments. The Company reserves the right to modify these Terms at any time. Any changes will be effective upon posting an updated Terms page on the Website with a revised “Last updated” date. Your continued use of the Website or Services after any changes constitutes acceptance of the updated Terms.
10.2 Entire Agreement. These Terms, together with any Service Agreement and any documents expressly incorporated herein by reference, constitute the entire agreement between the parties and supersede all prior or contemporaneous communications, proposals, and understandings, whether oral or written.
10.3 Severability. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.
10.4 Waiver. No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure to assert a right under these Terms shall not constitute a waiver of that right.
10.5 Assignment. You may not assign or transfer your rights or obligations under these Terms or any Service Agreement without the Company’s prior written consent. The Company may assign these Terms or any Service Agreement to a successor in interest in connection with a sale or merger of its business.
10.6 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under these Terms or any Service Agreement to the extent such delay or failure is caused by events beyond its reasonable control (e.g., natural disasters, strikes, pandemics, acts of government).
10.7 Notices. All notices required or permitted under these Terms shall be in writing and delivered by email (with delivery confirmation), registered mail, courier, or certified mail to the contact information set forth below or in the applicable Service Agreement. Notices are deemed received (a) upon receipt when delivered by hand or courier, (b) three (3) days after deposit in the mail, or (c) upon confirmation of receipt for email.
Company Contact for Notices:
Andrea Battaglia
Viale John Fitzgerald Kennedy 2/D – 89900 – Vibo Valentia – Italy
Email: andrea@andreabattaglia.info
Telephone: +39 328 109 3652
10.8 Relationship of Parties. The Company is an independent contractor. Nothing in these Terms or any Service Agreement shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between the parties.
10.9 No Third-Party Beneficiaries. These Terms do not confer any rights or benefits on any third party.
By using the Website or engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.