B2B Code for Tech in Poland

B2B (business-to-business) contracts are a popular model for IT collaboration in Poland, offering flexibility and financial benefits for both sides. However, these agreements often raise questions about effective transfer of intellectual property rights, payment terms, the risk of requalification as an employment relationship, contractual penalties, non-compete clauses, or data protection. Things can get even trickier when cross-border cooperation is involved.

Below we present our code of key features of a good B2B contract, considering both the client’s perspective (e.g., software house, agency, startup) and the contractor’s (freelancer or sole proprietor).

Clearly Defined Nature of Cooperation

It’s no secret that both clients and contractors often face the choice between an employment contract or a B2B agreement. Each has its specifics, but one of the biggest advantages of B2B is direct financial benefit – it’s not burdened with additional employment cost for the client, who can use the savings to offer the contractor a higher rate.

But it's important to note that in Poland, the name of the agreement doesn’t define its nature. What matters are the actual terms of cooperation. If the work is done under the client’s supervision, in a specific place and time, it’s treated as employment regardless of what’s written at the top of the contract. In such cases, clients shouldn’t rely on B2B contracts as a loophole to bypass their duties as formal employers.

A good B2B contract should provide for the independence of both parties as entrepreneurs. The contractor is responsible for delivering the agreed results, at a certain standard, for agreed remuneration and within deadlines, but they should retain freedom over how, where, and when the tasks are performed. As long as this independence is preserved, additional benefits (like paid breaks) can be included without risking that the agreement could be considered an employment relationship.

Specific Scope of Work and Deliverables

The scope of engagement should be precise. A solid contract defines what services and tasks the contractor will perform, what deliverables they’ll provide, and in what timeframe or working hours.

The agreement can also be structured as a framework contract, under which specific assignments are ordered flexibly through separate task orders. This helps both sides understand the cooperation boundaries and prevents misunderstandings or scope creep (uncontrolled expansion of tasks).

It’s worth defining how cooperation will be organized – communication channels, tools, reporting frequency. In cross-border projects, addressing time zone differences upfront helps avoid frustration.

Our general observation? Too often contracts are drafted with "worst-case scenarios" in mind, packed with strict penalties, instead of clearly regulating the day-to-day cooperation to prevent disputes.

Payment Terms and Settlements

Financial matters are the foundation of any B2B contract. The agreement should precisely define the amount of remuneration, the method of payment, applicable deadlines, and the form of settlement.

The parties should clearly agree whether the remuneration will be fixed (for example, a monthly flat fee for availability or for project execution) or based on hourly rates.

Where hourly billing applies, it is advisable to establish, in advance, transparent rules for recording working time, such as monthly timesheets, as well as the procedure for their approval by the client. This helps avoid situations where the contractor reports accumulated hours in a way that complicates reasonable verification, while the client, in turn, arbitrarily questions those reports. Over time, it is easy to lose track of how time-consuming specific tasks were.

The payment deadline should be reasonable. In practice, a 14-day term from the date of invoice issuance is common and appropriate, as opposed to excessively extended deadlines such as 45 or 60 days (bearing in mind statutory restrictions on payment terms in commercial transactions).

From the contractor’s perspective, shorter payment terms reduce financial risk. For the client, staged payments linked to project milestones may be a suitable solution to balance security and flexibility.

It is also essential to specify the form of settlement. Under a standard B2B model, this will typically be a VAT invoice (if the contractor is a VAT payer) or a bill. It is recommended to explicitly state that the agreed rates are net amounts, to which VAT will be added, ensuring clarity for both parties regarding the gross amount payable.

In the case of international contracts, it is crucial to determine the currency of settlement (PLN, EUR, USD, etc.). For example, a Polish company paying a foreign contractor may opt for settlement in euros to avoid exchange rate discrepancies.

Properly structured payment terms safeguard the interests of both parties: they guarantee the contractor receives timely remuneration for the work performed, while providing the client with assurance that payments are made in connection with the actual delivery of project results.

B2B (business-to-business) contracts are a popular model for IT collaboration in Poland, offering flexibility and financial benefits for both sides. However, these agreements often raise questions about effective transfer of intellectual property rights, payment terms, the risk of requalification as an employment relationship, contractual penalties, non-compete clauses, or data protection. Things can get even trickier when cross-border cooperation is involved.

Below we present our code of 10 key features of a good B2B contract, considering both the client’s perspective (e.g., software house, agency, startup) and the contractor’s (freelancer or sole proprietor).

Clearly Defined Nature of Cooperation

It’s no secret that both clients and contractors often face the choice between an employment contract or a B2B agreement. Each has its specifics, but one of the biggest advantages of B2B is direct financial benefit – it’s not burdened with additional employment cost for the client, who can use the savings to offer the contractor a higher rate.

But it's important to note that in Poland, the name of the agreement doesn’t define its nature. What matters are the actual terms of cooperation. If the work is done under the client’s supervision, in a specific place and time, it’s treated as employment regardless of what’s written at the top of the contract. In such cases, clients shouldn’t rely on B2B contracts as a loophole to bypass their duties as formal employers.

A good B2B contract should provide for the independence of both parties as entrepreneurs. The contractor is responsible for delivering the agreed results, at a certain standard, for agreed remuneration and within deadlines, but they should retain freedom over how, where, and when the tasks are performed. As long as this independence is preserved, additional benefits (like paid breaks) can be included without risking that the agreement could be considered an employment relationship.

Specific Scope of Work and Deliverables

The scope of engagement should be precise. A solid contract defines what services and tasks the contractor will perform, what deliverables they’ll provide, and in what timeframe or working hours.

The agreement can also be structured as a framework contract, under which specific assignments are ordered flexibly through separate task orders. This helps both sides understand the cooperation boundaries and prevents misunderstandings or scope creep (uncontrolled expansion of tasks).

It’s worth defining how cooperation will be organized – communication channels, tools, reporting frequency. In cross-border projects, addressing time zone differences upfront helps avoid frustration.

Our general observation? Too often contracts are drafted with "worst-case scenarios" in mind, packed with strict penalties, instead of clearly regulating the day-to-day cooperation to prevent disputes.

Payment Terms and Settlements

Financial matters are the foundation of any B2B contract. The agreement should precisely define the amount of remuneration, the method of payment, applicable deadlines, and the form of settlement.

The parties should clearly agree whether the remuneration will be fixed (for example, a monthly flat fee for availability or for project execution) or based on hourly rates.

Where hourly billing applies, it is advisable to establish, in advance, transparent rules for recording working time, such as monthly timesheets, as well as the procedure for their approval by the client. This helps avoid situations where the contractor reports accumulated hours in a way that complicates reasonable verification, while the client, in turn, arbitrarily questions those reports. Over time, it is easy to lose track of how time-consuming specific tasks were.

The payment deadline should be reasonable. In practice, a 14-day term from the date of invoice issuance is common and appropriate, as opposed to excessively extended deadlines such as 45 or 60 days (bearing in mind statutory restrictions on payment terms in commercial transactions).

From the contractor’s perspective, shorter payment terms reduce financial risk. For the client, staged payments linked to project milestones may be a suitable solution to balance security and flexibility.

It is also essential to specify the form of settlement. Under a standard B2B model, this will typically be a VAT invoice (if the contractor is a VAT payer) or a bill. It is recommended to explicitly state that the agreed rates are net amounts, to which VAT will be added, ensuring clarity for both parties regarding the gross amount payable.

In the case of international contracts, it is crucial to determine the currency of settlement (PLN, EUR, USD, etc.). For example, a Polish company paying a foreign contractor may opt for settlement in euros to avoid exchange rate discrepancies.

Properly structured payment terms safeguard the interests of both parties: they guarantee the contractor receives timely remuneration for the work performed, while providing the client with assurance that payments are made in connection with the actual delivery of project results.

Confidentiality (NDA)

Most IT projects involve access to sensitive information – source code, customer data, company know-how. A good B2B contract includes a strong confidentiality clause (NDA).

The contract should define what counts as confidential information, the duration of secrecy obligations, and penalties for breaches.

From the client's perspective, the contractor must not disclose or misuse any business secrets. For the contractor, it’s important to ensure the definition isn’t overly broad (excluding public information or unrelated personal ideas) and that the confidentiality period is realistic.

Often, signing an NDA at the negotiation stage (before accessing code or documentation) is recommended, with obligations surviving contract termination.

Intellectual Property (IP) Rights

Intellectual property provisions are critical in tech B2B contracts, but often neglected. The approach varies depending on the party’s perspective.

For clients, securing full proprietary copyrights to all deliverables (code, documentation, graphics, reports) is essential. Rights should be transferred without time or territorial limits, across all relevant and defined exploitation fields, ensuring unrestricted use, development, and commercialization.

For contractors, full IP transfer might not align with their interests, especially if they intended to reuse solutions elsewhere. In such cases, granting a license might be preferable. Contractors should also safeguard their own pre-existing libraries or tools.

Clients should retain control over moral rights, allowing, for example, anonymous publication or modifications. Contractors should ensure such clauses don’t go too far, preserving their ability to showcase project experience for future engagements.

It is also crucial to pay close attention to the form in which the contract is concluded. Under Polish law, transferring proprietary copyrights requires written form with handwritten signatures or a qualified electronic signature (QES). The same applies to granting exclusive licenses. In contrast, a non-exclusive license may be granted in documentary form, for example by email or with a basic electronic signature that does not meet the QES standard. This distinction is particularly important in IT projects, where remote collaboration and digital document exchange are common practice.

Data Protection (GDPR)

If the contractor accesses personal data (e.g., user databases, customer details), the contract must address this under GDPR.

Typically, this requires a separate Data Processing Agreement (DPA), especially if the contractor operates outside the client’s organizational structure.

The DPA should cover processing purpose and scope, data security, and return/deletion of data after project completion. Sole proprietors usually qualify as data processors, making a DPA standard practice.

Clients must ensure GDPR compliance and data leak prevention. Contractors must understand processor obligations – process data only as agreed, maintain confidentiality, and implement security measures.

The contract should also address broader information security (password policies, encryption, incident reporting), which is beneficial for both sides.

For cross-border work, remember the rules on international data transfers, especially outside the EEA.

Non-Compete and Related Clauses

Clients often want to prevent contractors from working with competitors or misusing gained knowledge. Non-compete clauses are common, applying during and sometimes after the contract.

The clause must clearly define "competitive activity" – specifying restricted activities and targeted entities. Overly broad terms create uncertainty and may be deemed as invalid. From the client's side, it protects legitimate interests (know-how, customer base). Contractors should review the scope and duration of the non-compete, ensuring restrictions are proportionate.

Unlike employment contracts, B2B non-competes don’t guarantee compensation, so contractors should negotiate fees for any post-contract restrictions.

Related clauses include non-solicitation (prohibiting poaching employees or contractors) and non-dealing (barring direct customer acquisition). These must also be clear and balanced.

The goal is to maintain business protection for the client without unduly limiting the contractor’s future opportunities.

Liability and Penalties

A good contract covers strategic "what if" scenarios. Liability clauses define when and how parties are accountable for damages.

Clients need mechanisms to enforce the contract – penalties for project delays, confidentiality breaches, or serious misconduct. Contractors should negotiate liability limits (e.g., capped at double the fee) for ordinary negligence. This protects them from catastrophic claims while still motivating proper performance.

Penalty clauses require attention – excessive fines (e.g., disproportionate sums for minor delays) risk being invalid. It’s better to negotiate reasonable levels upfront.

Penalties often apply to confidentiality, non-compete, or non-solicitation breaches. They should deter violations without exceeding the potential damage, and the contract should clarify if penalties exclude further claims.

Once again, balance is key – protecting the client’s interests while avoiding excessive, unfair contractor liability.

Contract Term and Termination

Every contract should state its duration and B2B agreements are no exception.

Options include fixed-term (until a set date or project phase), indefinite (with notice periods), or hybrids (e.g., indefinite, but non-terminable for specified time).

Fixed terms provide certainty but limit early termination. Indefinite terms offer flexibility, with typical notice periods of around one month, depending on negotiation strength.

Immediate termination clauses are also standard, usually for severe breaches. But the grounds should be specific, not vague – general phrases like "gross violations" create risk for contractors, as even minor mistakes could trigger sudden termination. Open clauses are also one of the biggest sources of potential disputes.

Best practice? A closed list of serious reasons justifying immediate termination (e.g., confidentiality breaches, repeated unexcused non-availability, refusal to perform agreed tasks). A well-drafted contract offers stability but allows justified exit options.

End-of-Cooperation Procedures and Final Provisions

Every collaboration eventually ends. B2B contracts should regulate post-termination matters.

Key points include returning entrusted equipment (laptops, phones) and securing or deleting data. The contract should impose deadlines and consequences for failing to comply (e.g., equipment cost deductions, penalties for data retention).

Certain obligations survive termination – notably confidentiality (often lasting years) and non-compete clauses (if agreed).

International contracts require specifying governing law and jurisdiction – determining applicable legal rules and which courts (or arbitration panels) resolve disputes. This prevents uncertainty if conflicts arise. Typically, each party prefers to rely on the laws and courts of their own country, and often the stronger party prevails in such negotiations. If a Polish contractor collaborates with a foreign company and is unable to negotiate the application of Polish law, it is worth considering a neutral solution, such as arbitration before an independent arbitral tribunal.

Contract language matters too – bilingual versions (Polish-English) are common for cross-border projects, or at least in a language both parties understand.

Summary

In conclusion, a well-crafted B2B contract with IT specialists strikes a balance: safeguarding the client’s IP, confidentiality, and business continuity while respecting the contractor’s rights and independence. By carefully negotiating these key elements, both parties lay the groundwork for a successful, secure partnership – whether working locally or across borders.