Last updated: April 2026
These General Terms and Conditions of Service (hereinafter "Terms") govern the contractual relationship between OpsEvolution (hereinafter "Provider" or "we"), a professional services firm specialising in growth operations consulting for Italian industrial technology companies, and any person or entity that requests the Services (hereinafter "Client").
The Provider offers professional consulting services including, but not limited to: the development of revenue-producing assets (Qualified Buyer Map, Trade Show Pipeline Accelerator, Stakeholder Content Kit, Industry-Specific ROI Engine), full pipeline and conversion build engagements, and field operations and enterprise scaling programmes, specifically oriented towards the robotics, industrial automation, machine tools, packaging machinery, industrial IoT, and system integrator sectors.
Acceptance of a proposal, execution of a specific agreement, or commencement of the Services constitutes full acceptance of these Terms.
For the purposes of these Terms, the following definitions apply:
2.1. The Provider undertakes to deliver to the Client the Services specified in the accepted Proposal, in accordance with the methods, timelines, and fees set out therein.
2.2. Services may include, depending on the Proposal:
2.3. The Provider's obligations constitute best-efforts obligations unless otherwise expressly agreed in writing in the Proposal.
3.1. The duration of the Agreement is specified in the Proposal. For retained engagements (Rungs 3 and 4), the minimum commitment is six (6) months from the commencement date, unless otherwise specified.
3.2. The Client may terminate the Agreement with at least thirty (30) days' written notice. In the event of early termination, the Client shall pay all fees accrued up to the effective date of termination, plus an indemnity equal to the fees for the notice period.
3.3. The Provider may terminate the Agreement at any time with at least thirty (30) days' written notice in the event of supervening impossibility or for good cause. In such case, the Client shall be entitled to a refund of any fees paid for Services not yet delivered.
3.4. Upon termination, the Provider shall deliver to the Client all Assets produced and any Client Materials in its possession.
4.1. Fees for the Services are specified in the Proposal and are exclusive of VAT where applicable.
4.2. Unless otherwise agreed, payments are due within thirty (30) days of the invoice date, by bank transfer to the coordinates indicated on the invoice.
4.3. In the event of late payment, default interest shall accrue pursuant to Legislative Decree 231/2002 (implementing Directive 2011/7/EU on combating late payment in commercial transactions), in addition to recovery costs incurred.
4.4. In the event of non-payment for more than thirty (30) days after the due date, the Provider reserves the right to suspend the Services upon written notice, without such suspension constituting a breach of contract. Suspension does not release the Client from the obligation to pay accrued fees.
The Client undertakes to:
Should the Client fail to provide necessary information or materials within the agreed timelines, the Provider shall not be liable for any resulting delays in the delivery of the Services.
The Provider undertakes to:
7.1. The Assets produced by the Provider within the scope of the Services shall become the exclusive property of the Client upon full payment of all fees due.
7.2. Until full payment, the Provider retains all rights over the Assets. In the event of non-payment, the Client may not use unpaid Assets.
7.3. The Client retains ownership of all Client Materials provided to the Provider, granting the Provider a non-exclusive licence for their use solely for the execution of the Services.
7.4. The Provider retains ownership of all its pre-existing or independently developed tools, methodologies, frameworks, templates, and know-how, even if used in the execution of the Services.
7.5. Unless otherwise agreed in writing, the Provider may use the Assets produced (in anonymised form or with the Client's consent) as a reference in its portfolio and promotional materials.
8.1. Both parties undertake to keep confidential all confidential information they become aware of in connection with the execution of the Agreement, including technical, commercial, financial, strategic, and client-related information.
8.2. The confidentiality obligation remains in force for the duration of the Agreement and for three (3) years following its termination.
8.3. Information shall not be considered confidential if it: (i) was already in the public domain at the time of disclosure; (ii) enters the public domain without fault of the receiving party; (iii) was already known to the receiving party; (iv) must be disclosed by law or court order.
9.1. Both parties undertake to process personal data in compliance with Regulation (EU) 2016/679 (GDPR) and applicable Italian data protection legislation.
9.2. Where the Provider processes personal data on behalf of the Client, the parties shall execute a separate data processing agreement pursuant to Art. 28 GDPR.
9.3. The Privacy Policy governing the processing of the Client's personal data is available at /privacy-policy and forms an integral part of this Agreement.
10.1. Where expressly provided in the Proposal, the Provider may offer guarantees linked to the achievement of specific performance indicators (KPIs), such as the number of qualified leads generated per month or measurable reductions in sales cycle length.
10.2. The conditions of any guarantee, including measurable KPIs, the reference period, measurement methods, and consequences of non-achievement, are specified exclusively in the Proposal.
10.3. Any guarantee is conditional upon the Client's full cooperation and compliance with all its contractual obligations. Failure by the Client to comply with Art. 5 obligations results in forfeiture of the guarantee.
11.1. The Provider shall not be liable for indirect, incidental, consequential damages, loss of profits, loss of business opportunities, or punitive damages, even if informed of the possibility of such damages.
11.2. In any event, the Provider's total liability for any cause arising from the Agreement shall not exceed the total fees actually received from the Client in the twelve (12) months preceding the event giving rise to liability.
11.3. The Provider is not liable for: (i) commercial results derived from the use of the Assets; (ii) modifications made to the Assets by the Client after delivery; (iii) delays or non-performance due to force majeure.
11.4. The limitations in this article do not apply in cases of wilful misconduct or gross negligence by the Provider.
The Client agrees to indemnify and hold harmless the Provider from any claim, action, damage, cost, or expense (including legal fees) arising from: (i) infringement of third-party rights by Client Materials; (ii) improper use of the Assets; (iii) false or inaccurate information provided by the Client; (iv) breach of these Terms by the Client.
Neither party shall be liable for delays or non-performance due to force majeure events, meaning unforeseeable, unavoidable events beyond the reasonable control of the affected party, including: natural disasters, acts of war or terrorism, pandemics, governmental measures, or significant disruptions to technological infrastructure. The affected party must notify the other in writing within ten (10) days of the event. If the impediment persists for more than sixty (60) days, either party may terminate the Agreement without penalty.
14.1. The Provider reserves the right to amend these Terms at any time. Amendments will be communicated to the Client with at least thirty (30) days' notice and will apply to Agreements renewed or entered into after their entry into force.
14.2. Any variations to the Services agreed in the Proposal must be agreed in writing between the parties, with indication of any impact on fees and timelines.
15.1. This Agreement is governed by Italian law.
15.2. For any dispute arising from the interpretation, execution, or termination of this Agreement, the parties shall first attempt amicable resolution. Failing that, the competent court shall have exclusive jurisdiction.
16.1. These Terms, together with the accepted Proposal, constitute the entire agreement between the parties in relation to the subject matter of the Agreement, superseding all prior understandings, agreements, or negotiations, whether oral or written.
16.2. If any provision of these Terms is declared null, invalid, or unenforceable, the remaining provisions shall remain fully valid and effective.
16.3. The Client may not assign the Agreement or the rights arising from it to third parties without the prior written consent of the Provider.
16.4. The Provider may engage collaborators or subcontractors for the execution of the Services, retaining full responsibility towards the Client.
For any enquiry relating to these Terms or the Services, please contact: