B2B contract under Polish law: 10 clauses to check before signing

Start with the commercial purpose

Review the business model before reviewing individual clauses. A one-off implementation, a continuing service and work producing software or creative materials require different safeguards. Identify the intended result, the realistic failure scenarios and the risks that matter most financially or operationally.

1. Parties and authority to sign

Check the correct legal entity, registered details, address and rules of representation. In a corporate group, the entity negotiating may not be the entity ordering or paying for the service. Confirm any power of attorney and whether subcontractors or affiliates will participate.

• Do the party details match the Polish KRS or CEIDG register?
• Can the signatory act alone?
• Does the power of attorney cover this contract?
• Is the contracting entity the entity that will receive and pay for the service?

2. Subject matter and scope

Expressions such as “comprehensive support” rarely define what is included in the fee. Set out deliverables, assumptions, performance standards, exclusions and client dependencies. If the scope sits in an offer, brief or schedule, identify the document and state which document prevails if terms conflict.

• What deliverables and formats are required?
• Which work and third-party costs are excluded?
• What information must the client provide?
• May the supplier use subcontractors?

3. Timetable, cooperation and change control

Delivery often depends on client materials, feedback and decisions. Link those dependencies to the timetable. For phased projects, a change-control procedure should identify who may request a change, how its effect on price and timing is assessed, and when additional work becomes binding.

4. Acceptance and defects

Define when a deliverable is complete, the acceptance criteria, the review period and the consequences of silence. Distinguish defects that prevent use from minor issues, allow partial acceptance where appropriate and connect acceptance to payment and delay provisions.

5. Fees, expenses and payment

Match the pricing model to delivery. A fixed fee needs a precise scope; time-based work needs rates, reporting, budget limits and approval rules; staged work can link payment to milestones. State whether amounts include VAT, which expenses are recoverable and when invoices may be issued, while respecting mandatory Polish payment rules.

6. Liability, caps and contractual penalties

Identify the events for which each party is responsible, then assess whether the cap reflects the contract value and plausible loss. Polish law does not permit liability for intentional damage to be excluded in advance. Contractual penalties generally secure non-monetary obligations and should define the breach, calculation, aggregate cap and any right to claim excess damages.

7. Copyright, licences and deliverables

Payment for code, designs, documentation or content does not by itself transfer all rights. Specify whether rights are assigned or licensed, the permitted uses, territory, term, timing, modification rights and treatment of third-party materials. Under Polish law, an assignment of economic copyright requires written form; an email or scan may be insufficient.

8. Confidentiality, data and security

Define protected information, permitted use, recipients, duration and reasonable exclusions. If the supplier processes personal data for the client, confidentiality does not replace a GDPR-compliant processing agreement. Technology projects should also address security, incident notification, backups, deletion and cloud suppliers.

9. Exclusivity and restrictive covenants

Any non-compete, exclusivity or non-solicitation obligation should protect a legitimate interest without restricting the other party more widely than necessary. Review its activities, territory, duration, affected customers or staff and consequences of breach, particularly after termination.

10. Term, termination and exit

Separate ordinary notice from immediate termination for material breach. Set notice periods, cure rights, payment for completed work and an exit plan covering documents, data, credentials, repositories, migration assistance and provisions that survive termination.

Governing law, courts and language

Governing law and jurisdiction are separate choices. Selecting Polish law does not automatically give Polish courts jurisdiction. A bilingual contract should identify the prevailing version and specify how notices are delivered, as these rules matter when terminating or asserting claims.