NEW AEC COMMERCE 2025

23 June 2025

Agency Agreement: The New AEC Commerce 2025 – At a Glance

On 4 June 2024, the agreement entitled “Draft Renewal of the Collective Economic Agreement Governing Commercial Agency and Representation Relationships in the Commerce Sector” (hereinafter, the “AEC Commerce 2025”) was signed by Confcommercio, Confcooperative and Confesercenti, on the one hand, and F.N.A.A.R.C., FILCAMS–CGIL, FISASCAT–CISL, UILTUCS–CISL, F.I.A.R.C. Confesercenti, UGL-Terziario and U.S.A.R.C.I., on the other.

The AEC Commerce 2025, which will enter into force on 1 July 2025 (Art. 23), replaces the previous Collective Economic Agreement of 16 February 2009 governing commercial agency and representation relationships in the commerce sector (the “AEC Commerce 2009”), insofar as it is more favourable to commercial agents.

After outlining its scope of application, this article briefly examines the main innovations introduced by the AEC Commerce 2025.

Scope of Application

The AEC Commerce 2025 applies to agency agreements entered into on or after 1 July 2025:

directly, where the commercial agent and the principal are members, respectively, of a trade union and an employers’ association that are signatories to the collective agreement; or
by incorporation, where the parties have expressly or tacitly accepted its application.

Definition of “Promotion”

The agreement introduces a definition of “promotion” (Art. 1(2)(c)), apparently with the aim of extending the scope of the AEC Commerce 2025 to new categories of intermediaries (such as influencers) who, although carrying out activities normally falling outside the traditional concept of agency, also engage in promotional activities typically performed by commercial agents.

Calculation Basis

The agreement identifies a common basis for calculating various collective contractual entitlements (such as the extent of contractual variations, payment in lieu of notice, termination indemnities, etc.), consisting of commissions and any other amounts paid to the agent under the agency agreement (for example, bonuses, remuneration for coordinating other agents, collection fees, and similar payments) (Art. 1-bis).

However, the provisions governing individual collective contractual entitlements continue to contain inconsistent references to “commissions”, “amounts paid”, “amounts accrued”, and even “turnover volume”. Rather than achieving the intended simplification, the reform introduces additional uncertainty regarding the appropriate calculation basis for the various collective contractual mechanisms.

Fixed-Term Agency Agreements

A maximum limit of two consecutive renewals or extensions is introduced for fixed-term agency agreements (Art. 2(3)), clearly intended to discourage the repeated use of fixed-term arrangements.

Contractual Variations

The agreement introduces new restrictions and clarifications concerning unilateral contractual variations by the principal, including:

a prohibition on implementing substantial variations during the first twelve months of the relationship (Art. 3(5), final sentence);
the extension of the concept of relevant contractual variations to remuneration for coordinating other agents, collection fees, and lump-sum reimbursements or expense contributions (Art. 3(6)); and
the agent’s right to reject not only substantial variations but also variations of medium significance (Art. 3(11)).

Principal’s Disclosure and Information Obligations

The AEC Commerce 2025 introduces new disclosure obligations for principals and revises certain existing ones. These include the obligation to:

notify the agent, within 30 days of receipt of an order, if the order cannot be fulfilled (Art. 4(6));
provide the agent with all data relating to turnover generated within the relevant territory, product line or customer portfolio, including for purposes other than verifying the amount of commissions paid (Art. 4(8), first sentence);
specify in commission statements the commissions accrued on transactions concluded online (Art. 5(7); see below); and
provide the agent with copies of customer invoices or, alternatively, a summary of completed transactions (Art. 7(3)).

Entitlement to Commissions on Transactions Concluded Online

The agreement expressly recognises the agent’s entitlement to commissions on transactions concluded by the principal through the so-called “corporate e-commerce channel” (Arts. 1(2)(c), 5(7) and 12).

This amendment appears both unnecessary and potentially detrimental to agents.

It is unnecessary because, as a matter of principle, an agent is entitled to commission whenever he or she has promoted the transaction, regardless of the means through which the principal subsequently concludes it. Furthermore, the reference to the “corporate e-commerce channel” may lend itself to restrictive interpretations aimed at limiting commission entitlement in respect of online transactions.

Rather than strengthening the agent’s protection, the amendment may therefore provide principals with an argument for narrowing the agent’s entitlement to commissions on transactions concluded online.

Compensation for Post-Term Non-Compete Covenants

The new Art. 8(3) clarifies that compensation payable in consideration of a post-term non-compete covenant may not be paid in advance during the term of the agency relationship.

The amendment appears unnecessary, as Art. 8(1)—already under the AEC Commerce 2009—clearly provided that such compensation must be paid “in a single instalment upon termination of the relationship.”

Paternity Leave

The agreement grants male agents the right to suspend their agency activities for up to 20 days within five months following the birth, adoption or foster placement of a child. Such leave may not be relied upon by the principal as grounds for terminating the agency relationship (Art. 10(6)).

Notice Periods

The notice periods applicable to termination of the agency relationship have been revised in a manner more favourable to sole-agency agents (monomandatari) (Art. 11(1)).

By contrast, the notice periods applicable to multi-principal agents (plurimandatari) remain unchanged.

Termination Indemnities: Partnerships Acting as Agents

The agreement provides that an agent operating in the form of a partnership (società di persone) does not lose its entitlement to termination indemnities (namely, the supplementary clientele indemnity and the merit-based indemnity) where the relationship terminates as a consequence of:

all partners reaching retirement age; or
the partnership ceasing to satisfy the plurality-of-partners requirement—without such plurality being restored within the six-month period provided for by Article 2272(4) of the Italian Civil Code—due to the total or permanent disability, retirement, or death of one or more partners (Art. 13(5)).

FIRR Thresholds

With effect from 1 January 2025, the AEC Commerce 2025 increases by 93.55% the annual commission thresholds used for calculating the FIRR (Fondo Indennità Risoluzione Rapporto – Termination Indemnity Fund contribution) (Art. 13, Part I, letter h).

Merit-Based Indemnity

The requirements for entitlement to the merit-based indemnity remain unchanged:

the increase or development of the customer base; and
the continued existence of substantial benefits for the principal following termination of the relationship (Art. 13, Part III).

However, the agreement now provides that the second requirement no longer needs to be assessed on a case-by-case basis. Instead, it is deemed satisfied whenever an increase in turnover is established in accordance with the calculation criteria set out in Art. 14.

The burden remains on the agent to plead and prove the existence of the first requirement.

Other amendments concerning the merit-based indemnity are of lesser significance and include:

clarification of the relationship between the merit-based indemnity, the FIRR and the supplementary clientele indemnity (Art. 13, Part III, final sentence);
the requirement to “neutralise” contractual variations when calculating the indemnity (Art. 14(3)); and
the identification of the initial and final reference values for determining turnover growth (table attached to Art. 14(4)).

Express Termination Clauses

Finally, Statement No. 3 appended to Art. 13—which has no binding normative effect—encourages principals to adopt a more transparent approach when invoking, at the pre-litigation stage, express termination clauses contained in their agency agreements.

Conclusions

In conclusion, the AEC Commerce 2025 introduces a number of changes which, rather than simplifying the collective contractual framework or aligning it more closely with the provisions of the Italian Civil Code governing agency relationships (Arts. 1742 et seq.), increase its overall complexity.

Leaving aside the introduction of paternity leave, the two most significant innovations are:

the preservation of entitlement to the supplementary clientele indemnity and the merit-based indemnity where an agency partnership ceases as a consequence of personal circumstances affecting its partners; and
the presumption that substantial benefits to the principal exist whenever turnover growth is established for the purposes of calculating the merit-based indemnity.

The remaining amendments, while generally favourable to agents, do not substantially alter the balance between principals and agents.

The overall impression is therefore that of a moderate update, consistent with a long-standing collective bargaining tradition focused more on stability than innovation. Nevertheless, both principals and agents should carefully assess the impact of the AEC Commerce 2025 on existing agency agreements and, where appropriate, consider excluding its application from new relationships if it proves incompatible with their respective commercial and contractual needs.

Avv. Ennio Piovesani, Ph.D.

The information contained in this article is provided for general informational purposes only and does not constitute, and is not intended to constitute, legal advice or any other form of professional advice. The content does not take into account the specific circumstances of any individual case and should not be relied upon as a basis for making decisions without obtaining appropriate professional advice.