B2B Contracts in the Polish IT Sector

Tom Potanski

Last updated on April 10, 2024 | 11 min read

B2BPoland

In the dynamic landscape of the Polish Information Technology (IT) sector, businesses often engage in various contractual arrangements to enhance efficiency, optimize operations, and foster collaboration. Among the array of contractual frameworks utilized, the Business-to-Business (B2B) contract emerges as a prominent and adaptable tool. The B2B contract plays a crucial role in establishing the terms, conditions, and expectations between entities. In this article, we will explore the key aspects of B2B contracts within the Polish IT sector.

What is a B2B contract?

A B2B contract is a legal agreement between two business entities, where one provides goods or services to the other in exchange for compensation. B2B agreements establish a commercial relationship where both parties are considered independent entities rather than an employer-employee relationship.

The difference between a B2B contract and an employment contract

It is essential to differentiate between B2B contracts and employment contracts in the IT sector. Employment contracts typically involve an individual providing services to a company as an employee, with associated benefits such as social security contributions, paid leave, sick leave, and more. In contrast, B2B contracts engage businesses or self-employed individuals, emphasizing the autonomy of each party and the absence of an employer-employee relationship.

Types of B2B contracts

In the Polish IT sector, B2B contracts can take various forms, each tailored to specific needs and projects. Common contract types include:

Service level agreements (SLAs)

SLAs define the level of service expected going beyond mere descriptions and incorporating specific performance metrics, response times, and other key parameters. By defining these benchmarks, SLAs provide a framework for transparent communication and accountability between parties involved in the process.

Software development agreements

These contracts play a pivotal role in outlining the scope, milestones, and outcome of a software development project. Furthermore, they cover critical aspects such as intellectual property rights, ensuring clarity on ownership and usage. Maintenance responsibilities, another vital aspect, are also detailed in these agreements, contributing to the overall clarity and success of software development endeavors.

Consulting agreements

For those engaged in IT consulting services in Poland, consulting agreements act as essential guides. These agreements define the scope of the consultancy and provide a comprehensive overview of responsibilities and compensation. By clearly articulating the expectations and deliverables associated with IT consulting, these agreements foster a solid understanding between the consulting entity and its clients. The establishment of a well-defined framework ensures a smooth and mutually beneficial consulting relationship, contributing to the overall success of IT projects.

Legal framework

B2B contracts in the Polish IT sector must comply with the legal framework established by the Polish Civil Code and other relevant regulations. Key legal aspects include contract formation, terms and conditions, intellectual property rights, confidentiality clauses, dispute resolution mechanisms, and adherence to local labor laws. Staying abreast of legal requirements is essential to fostering a transparent and legally proper business environment.

It’s crucial to emphasize that in Poland, the legal transfer of intellectual property only happens when the contract is manually signed or signed using a qualified electronic signature (QES) based on the European eIDAS standard. If a company uses DocuSign for contracts with developers, the transfer of intellectual property doesn’t occur, posing a potential risk for companies.

Additionally, when engaging in B2B contracts with Polish employees, it’s vital to make sure the contract is in both English and Polish. This is crucial because legal proceedings are more efficient when documents are presented in both languages. Polish courts only accept documents in Polish and will demand certified translations of all evidence if the documents are solely in English.

It is also important to mention that with the General Data Protection Regulation (GDPR) in force, IT contracts must address data protection and privacy issues. This includes ensuring compliance with GDPR principles and specifying data processing responsibilities.

Steps to implement B2B contracts

Implementing B2B contracts in the Polish IT sector involves several steps to ensure clarity, legal compliance, and a productive working relationship between the parties involved. Here are several helpful steps to follow:

1. Define scope and objectives

Clearly outline the scope of the project or services, including deliverables, milestones, and objectives. Ensure that both parties have a detailed understanding of the project’s objective.

2. Identification of parties

Identify the contracting parties, including full legal names, addresses, and contact details. The roles and responsibilities of each party should also be mentioned in the contract.

3. Terms and conditions

Establish the terms and conditions of the contract. Include payment terms, project timelines, termination clauses, and any other relevant conditions. Ensure that all terms are fair, reasonable, and in compliance with Polish law.

4. Intellectual property rights

Specify the ownership and usage of intellectual property rights. Specify who retains ownership of any developed software, code, or other intellectual property.

5. Confidentiality and data protection

Include clauses regarding the confidentiality of information exchanged during the project. Ensure compliance with the GDPR and other relevant data protection laws.

6. Payment terms and invoicing

Clearly outline the payment terms, including the amount, currency, and payment schedule. Specify how invoices will be submitted and processed.

7. Review by legal professionals

Before finalizing the contract, it should be reviewed by legal professionals with expertise in Polish contract law and the IT sector to ensure that the contract complies with Polish laws and regulations, including tax laws and labor laws.

Managing the complexities of the Polish labor market can sometimes be challenging. In such instances, considering the utilization of Employer of Record (EOR) services could provide a suitable solution. EOR services involve outsourcing the responsibilities of employment and payroll to a third-party entity, which can help optimize this process and ensure compliance with local regulations.

Benefits of B2B contracts in the Polish IT sector

Strategic partnerships

B2B contracts in the Polish IT sector facilitate the establishment of strategic partnerships between businesses. These agreements go beyond mere transactions and focus on building long-term relationships, enabling companies to pool their resources, expertise, and capabilities. Strategic partnerships foster innovation, joint product development, and a collective approach to addressing market challenges, ultimately enhancing the competitiveness of the involved parties.

Reduced risks

B2B contracts provide a structured framework for defining responsibilities, expectations, and deliverables, which helps mitigate risks inherent in complex IT projects. By clearly outlining project timelines, quality standards, and payment terms, these contracts contribute to a more transparent and predictable business environment. This, in turn, reduces the likelihood of conflicts and ensures that both parties have a shared understanding of the project scope.

Access to specialized skills

The IT sector is characterized by rapid technological advancements, creating a constant demand for specialized skills and expertise. B2B contracts allow companies to tap into the unique capabilities of their partners, whether it be in software development, cybersecurity, or emerging technologies like artificial intelligence. This collaborative approach enables businesses to stay at the forefront of innovation and meet the diverse needs of their clients.

Market expansion

B2B contracts open roads for market expansion by facilitating collaboration between domestic and international IT companies. Through partnerships, Polish IT firms can access new markets, leverage the global network of their partners, and participate in cross-border projects. This will contribute to broadening their client base and enhance their exposure to diverse business practices and cultural nuances.

Flexibility and adaptability

In the fast-paced IT industry, adaptability is crucial for success. B2B contracts provide the flexibility needed to navigate the ever-changing technological landscape. These agreements can be tailored to accommodate evolving project requirements, ensuring that both parties can adjust to market dynamics, changes in technology, and shifting business priorities.

Regulatory environment

B2B contracts help companies in the Polish IT sector navigate the complex regulatory environment. By clearly defining compliance requirements and data protection standards, these contracts ensure that all parties involved adhere to legal and ethical standards. This becomes particularly crucial in an era where data privacy and security are critical concerns.

Bottom line

B2B contracts in the Polish IT sector are instrumental in fostering successful collaborations and safeguarding the interests of involved parties. A well-drafted contract, considering the unique aspects of the IT industry and adhering to legal requirements, serves as a foundation for a mutually beneficial business relationship. As the sector continues to evolve, staying informed about regulatory changes and adapting contract structures accordingly is essential for continuous partnerships in the dynamic world of IT.

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