What is a B2B contract in Poland, and what should you check before signing?

A B2B contract in Poland means you work for a client as a business, not as an employee. You run your own business, usually a JDG (sole trader), and send the client an invoice every month. Polish law has no special “B2B contract”: it is normally a services contract (umowa o świadczenie usług) under the Civil Code, so most of what an employee gets by law, you get only if the contract says so.

What “B2B” means in Poland

“B2B” stands for business-to-business. When a Polish client offers you work “on B2B”, they mean: open a business, do the work, invoice us. Most people use a JDG, explained in what a JDG is; a few use their own company.

A services contract that no other law regulates follows the Civil Code rules on the mandate contract (umowa zlecenia, art. 750). The Labour Code does not apply. That is the trade-off: you usually earn more per month and pay less tax and ZUS (social insurance), and in return you give up the protections of employment.

For foreigners: you need the right to run a business in Poland. EU, EEA, Swiss and US citizens can open a JDG like Poles; other foreigners need one of the statuses the law lists. A work permit, or a single residence-and-work permit, does not let an employee simply “switch to B2B”.

What to check before you sign

Unlike an employee, you have no legal defaults to fall back on for these clauses.

The rate. Is it per hour, per day or per month? Is it net, with VAT on top if you are a VAT payer? In which currency, and when is it paid?

The payment term. Between businesses, the law caps the payment term at 60 days from the day the client receives your invoice. The contract can set a longer term only if it says so expressly and it is not grossly unfair to you. If the client is a large company and your business is micro, small or medium-sized (a sole trader usually is), 60 days is the maximum, with no exception. If the client pays late, you are owed statutory interest and a fixed compensation of 40, 70 or 100 EUR, depending on the invoice amount.

Days off. Some clients pay for a set number of days off a year (often called “paid breaks”). If the contract says nothing, a day off is a day without pay.

Notice. Under the Civil Code either side can end a services contract at any time, and the right to end it for a serious reason cannot be signed away in advance. Most B2B contracts therefore set a notice period. Check that it is the same for both sides, and whether the client may end the contract “with immediate effect” for vague reasons.

Copyright (IP transfer). Code, designs and texts you create on B2B belong to you until you transfer them. A transfer of economic copyright must be in writing, or it is void. It covers only the fields of use it lists expressly (copying, changing, distributing and so on). Check that the list matches what the client needs, that the rights pass on payment if possible, and that the price of the transfer is included in your fee.

Non-compete and exclusivity. An employee with a non-compete after leaving must be paid at least 25% of their salary while it lasts. On B2B there is no such minimum. Check how long the ban lasts after the contract ends, which clients or markets it covers, and whether you are paid for it.

Liability and penalties. A good contract caps your liability, for example at the fees of the last few months. It cannot exclude liability for damage you cause on purpose. Watch contractual penalties (kary umowne): the client can claim them whatever the actual loss. A court can reduce a grossly excessive penalty, but it is better not to sign one.

How the work is organised. If the contract gives the client a boss over you, fixed hours and a fixed workplace, it describes a job, not a business (see below).

How you invoice the client each month

On B2B your invoice is your payslip. These rules apply whatever the contract says:

• Deadline: issue the invoice by the 15th of the month after the month of the work. The contract may ask for it earlier. If you are VAT-exempt, the law requires an invoice only when the client asks for one (a Polish business client will) or when the client is abroad.
• KSeF: Polish business clients get the invoice through KSeF, the national e-invoice system. Since 1 April 2026 every business must issue its B2B invoices there. Until 31 December 2026 you may still send PDF invoices, as long as your KSeF-obligatory invoices stay at or below 10,000 PLN gross in a month. From 1 January 2027 there is no exception. See KSeF explained.
• VAT exemption: in 2026 you can stay VAT-exempt while your net sales stayed within 240,000 PLN last year and stay within it this year. Some services can never use the exemption, for example legal and advisory (consulting) services. An exempt invoice must state the legal basis of the exemption.
• Bank payment: a transaction worth more than 15,000 PLN between businesses must be paid through a bank account.

Tip: keep every invoice you issue next to the bank payment for it, month by month. Komplet, our free Mac app, files each invoice into the right month and pairs it with the payment on your bank statement.

How B2B is taxed compared with employment

An employer deducts your income tax and ZUS before you see your salary. On B2B you pay them yourself, every month, by the 20th of the following month. If the 20th falls on a weekend or public holiday, the deadline moves to the next working day. A new business may pay its income tax quarterly instead.

You pick one of three income tax forms, compared in choosing your tax form:

ZUS starts low and rises. In 2026 a new business pays:

• First 6 months: no social contributions, only the health contribution.
• Next 24 months: about 420.86 PLN a month.
• After that: 1,788.29 PLN a month, or less on Mały ZUS Plus (the income-based scheme).

Add the health contribution at every stage. The amounts leave out voluntary sickness insurance. The stages are in ZUS explained.

Watch out: going B2B with your own employer is the classic trap. If you invoice your current or former employer for work you did for them as an employee in the same tax year, you lose the 19% flat tax for that whole year. Ryczałt is stricter: it looks at the current and the previous year. The ZUS start-up reliefs are closed too if you do for a former employer the same work you did as their employee in the current or previous calendar year.

When the contract looks like a job

The Labour Code says that work done under someone’s direction, at a place and time they set, for pay, is employment whatever the contract is called. An employment contract may not be replaced by a civil contract on the same terms.

Since 8 July 2026 a district labour inspector can act on this directly:

1. If the relationship shows mainly the features of employment, the inspector first orders the client to fix it.
2. If the order is ignored, the inspector can decide that an employment relationship exists.
3. Either side can appeal to a court.

This explicitly covers people who work through their own business. Warning signs in a contract: fixed working hours, a manager who gives you instructions, and work only at the client’s office, often on the client’s equipment. More in the 2026 reclassification rules.

If the client is abroad

You still run a Polish business and pay Polish tax and ZUS if you live and are insured here. What changes is mainly the invoice:

• Client in the EU: the client accounts for the VAT (reverse charge, odwrotne obciążenie). You must register for VAT-UE, the EU VAT registration, before your first service to an EU business client, even if you are VAT-exempt. You then file a VAT-UE summary by the 25th of the following month (the next working day if the 25th falls on a weekend or holiday).
• Client outside the EU: you must issue an invoice even if you are VAT-exempt.
• KSeF still applies: you issue the invoice in KSeF and send the client a PDF with its QR code. These invoices count towards the 10,000 PLN a month until the end of 2026.
• The exemption limit: services sold to foreign businesses generally do not count towards the 240,000 PLN VAT exemption limit.

Details and example wording: invoicing a client abroad. Also check which country’s law governs the contract and whose courts decide a dispute: a foreign client will often propose its own.

What to do next

1. Ask for the contract in writing. Read the rate, days off, notice, IP, non-compete and liability clauses before you agree to a start date.
2. Put a number on what you give up: unpaid leave and sick days, your own ZUS, an accountant. Compare offers on that.
3. If the client is your current employer, talk to an accountant about the tax form first.
4. Open your JDG, choose your tax form and set up KSeF before the first invoice is due.
5. Put the 15th (invoice) and the 20th (tax and ZUS) in your calendar every month.