[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"advice-en-b2b-contract-essentials":3},{"slug":4,"title":5,"excerpt":6,"body":7,"datePublished":8,"dateModified":8},"b2b-contract-essentials","Developer B2B contract — clauses to check before signing","Developer B2B contract: copyright and fields of exploitation, termination, contractual penalties, 60-day payment term and clauses that make it resemble employment.","\u003Cp>A B2B contract is an agreement between two entrepreneurs, usually concluded as a service agreement to which the Civil Code requires the rules on mandate contracts to apply. This means a wide freedom of the parties — but also that the protection stemming from the Labour Code does not apply, and the developer's safety is determined by the content of the contract. Below is an overview of provisions that are worth reading especially carefully, together with regulations that can be invoked in negotiations.\u003C\u002Fp>\u003Ch2>Legal basis: why \"mandate\" matters\u003C\u002Fh2>\u003Cp>The Civil Code contains no separate rules on a B2B contract. Service agreements without their own regulation are subject accordingly to the rules of the mandate contract (Article 750). Three things follow from this in practice:\u003C\u002Fp>\u003Cul>\u003Cli>each party may terminate the agreement at any time, and the agreed notice period only orders this moment,\u003C\u002Fli>\u003Cli>the right to terminate for important reasons cannot be waived in advance — a clause that would exclude it is not binding,\u003C\u002Fli>\u003Cli>claims for the remuneration of an entrepreneur providing services professionally become time-barred after two years, so unpaid invoices should not be left aside.\u003C\u002Fli>\u003C\u002Ful>\u003Ch2>Scope of services and settlement\u003C\u002Fh2>\u003Cp>The description of the subject of the contract should indicate the type of work (e.g. development of a specific module, maintenance of a system, consultancy), how tasks are reported and how their performance is confirmed. The general wording \"IT services for the ordering party\" makes it harder to refuse additional tasks and leads to disputes over remuneration.\u003C\u002Fp>\u003Cp>In the financial part it is worth checking:\u003C\u002Fp>\u003Cul>\u003Cli>whether the rate is a net amount to which VAT is added,\u003C\u002Fli>\u003Cli>whether settlement is hourly, daily or by stage — and who approves the report,\u003C\u002Fli>\u003Cli>how overtime, on-call and work on days off are treated,\u003C\u002Fli>\u003Cli>whether rate indexation is foreseen, e.g. once a year.\u003C\u002Fli>\u003C\u002Ful>\u003Ch3>Payment term\u003C\u002Fh3>\u003Cp>The Act on counteracting excessive delays in commercial transactions limits the payment term between entrepreneurs to 60 days from the delivery of the invoice. A longer term is admissible only when the parties have expressly agreed so and it is not grossly unfair to the creditor — and where the debtor is a large entrepreneur and the creditor is a micro, small or medium enterprise, the 60-day limit is absolute. After the deadline, statutory interest for delay in commercial transactions is due as well as — without demand — compensation for the costs of recovering the receivable: EUR 40 for an amount up to PLN 5,000, EUR 70 for an amount above PLN 5,000 and below PLN 50,000, and EUR 100 from PLN 50,000.\u003C\u002Fp>\u003Ch2>Copyright to the code\u003C\u002Fh2>\u003Cp>Code created by the contractor belongs to them until they transfer the rights to the client. The Copyright Act imposes strict requirements here:\u003C\u002Fp>\u003Cul>\u003Cli>a contract on the transfer of economic copyrights requires written form under pain of invalidity,\u003C\u002Fli>\u003Cli>the transfer covers only the fields of exploitation expressly listed in the contract (e.g. reproduction, modification, dissemination online),\u003C\u002Fli>\u003Cli>rights to all future works of a given type cannot be effectively transferred — which is why B2B contracts use transfer in parts, e.g. with each invoice.\u003C\u002Fli>\u003C\u002Ful>\u003Cp>From the developer's point of view the most favourable wording is that the rights pass at the moment of payment of the remuneration for the given period. If the developer plans to use the IP Box relief, the contract should also allow to determine what part of the remuneration concerns the transfer of rights to computer programs — more in the article \u003Ca href=\"\u002Fen\u002Fadvice\u002Fip-box-what-is-it\">on IP Box\u003C\u002Fa>.\u003C\u002Fp>\u003Ch2>Contractual penalties and liability cap\u003C\u002Fh2>\u003Cp>Contractual penalties in B2B most often appear in connection with a breach of confidentiality, a non-compete clause or delays. Two rules of the Civil Code should be kept in mind:\u003C\u002Fp>\u003Cul>\u003Cli>a contractual penalty can be stipulated only for failure to perform a non-monetary obligation,\u003C\u002Fli>\u003Cli>the debtor can demand a reduction of the penalty when the obligation was performed to a significant extent or the penalty is grossly excessive.\u003C\u002Fli>\u003C\u002Ful>\u003Cp>Regardless of the penalties, it is worth negotiating an overall cap on all compensation liability, e.g. up to the amount of the remuneration for the last few months, and the exclusion of liability for lost profits. A sole trader is liable with all their assets, so for larger projects professional liability insurance for the business is also considered.\u003C\u002Fp>\u003Ch2>Termination and transition period\u003C\u002Fh2>\u003Cp>Typical notice periods in IT contracts are from 2 weeks to 3 months. Before signing it is worth checking:\u003C\u002Fp>\u003Col>\u003Cli>whether the period is symmetrical for both sides,\u003C\u002Fli>\u003Cli>whether the ordering party can terminate the contract immediately \"without giving reasons\" — in that case the agreed period loses its meaning,\u003C\u002Fli>\u003Cli>whether during the notice period remuneration is due even when the client does not assign tasks,\u003C\u002Fli>\u003Cli>what obligations apply to handing over documentation and access after cooperation ends.\u003C\u002Fli>\u003C\u002Fol>\u003Ch2>Clauses that make the contract resemble employment\u003C\u002Fh2>\u003Cp>Some provisions increase the risk that the labour inspector or ZUS will treat the relationship as an employment relationship: fixed hours and place of work, subordination to a superior in the company's structure, \"leave\" requiring approval, no contractor liability for the result. It is better to frame them as availability within agreed time windows, breaks in the provision of services notified in advance and liability for the quality of services. The risk details are described in the article \u003Ca href=\"\u002Fen\u002Fadvice\u002Fb2b-reclassified-as-employment\">on reclassifying B2B as an employment contract\u003C\u002Fa>.\u003C\u002Fp>\u003Ch2>Foreign client: currency, VAT and governing law\u003C\u002Fh2>\u003Cp>Developers increasingly sign contracts directly with companies from other countries. Three issues then come into play:\u003C\u002Fp>\u003Cul>\u003Cli>\u003Cstrong>VAT\u003C\u002Fstrong> — for services for a foreign entrepreneur the place of supply is as a rule the country of the client's seat. The invoice does not contain Polish VAT, but the note \"reverse charge\", and for EU clients VAT-UE registration is required.\u003C\u002Fli>\u003Cli>\u003Cstrong>Currency\u003C\u002Fstrong> — revenue in euro or dollars is converted into zloty at the NBP average rate from the working day preceding the receipt of the revenue. The contract should clearly specify the currency and who bears the transfer costs.\u003C\u002Fli>\u003Cli>\u003Cstrong>Law and court\u003C\u002Fstrong> — if the contract indicates foreign law and a court abroad, pursuing unpaid remuneration can be costly. It is worth negotiating Polish law or at least remote mediation or arbitration.\u003C\u002Fli>\u003C\u002Ful>\u003Ch2>Checklist before signing\u003C\u002Fh2>\u003Cul>\u003Cli>parties to the contract with full data, NIP and address for service,\u003C\u002Fli>\u003Cli>subject of the services and the acceptance procedure,\u003C\u002Fli>\u003Cli>net rate, payment term no longer than 60 days, reporting rules,\u003C\u002Fli>\u003Cli>transfer of copyright in writing, with fields of exploitation and the moment of transfer,\u003C\u002Fli>\u003Cli>confidentiality and any non-compete clause — duration, scope, remuneration,\u003C\u002Fli>\u003Cli>contractual penalties with an upper cap and overall liability cap,\u003C\u002Fli>\u003Cli>notice period and rules for ending cooperation,\u003C\u002Fli>\u003Cli>governing law and court — especially with a foreign client.\u003C\u002Fli>\u003C\u002Ful>\u003Ch2>How Good Balance can help\u003C\u002Fh2>\u003Cp>We review and prepare B2B contracts for IT specialists — from copyright clauses tailored to IP Box to contractual penalties and termination. The scope of the service is described on the \u003Ca href=\"\u002Fen\u002Fservices\u002Flegal\u002Fagreement-drafting\">contract drafting\u003C\u002Fa> page. If a quick opinion before signing is needed, it is possible to book a \u003Ca href=\"\u002Fen\u002Fservices\u002Flegal\u002Fconsultation\">legal consultation\u003C\u002Fa>.\u003C\u002Fp>","2026-10-09"]