A partner is bypassing your company and approaching your clients directly – what can you do?

First, a distinction: breach of contract, unfair competition, or just tougher competition

The situation always looks similar. A distributor, installation company, subcontractor, or intermediary who gained access to your customers through you starts offering them the same thing without you. Legally, however, these can be three different cases, and each leads to a different claim.

The first case is a breach of contract. If the partner signed an exclusivity, non-circumvention, customer protection, or non-compete clause, you are dealing with a contractual penalty, withdrawal from the contract, and damages – regardless of whether they acted fairly.

The second case is unfair competition: conduct in economic relations that is contrary to the good morals of competition and is capable of causing harm (Section 2976 of the Czech Civil Code). Typically, the partner has used your customer database with prices and conditions, is passing themselves off to customers as your successor, or is spreading information about you that is damaging. Here, the law provides claims even without a contractual clause.

The third case is the unpleasant one: the contract has ended, there is no non-compete clause, the partner has not misused any of your information, and has approached customers with a standard offer. This is legal competition, and a court will not help you. Only a better offer and a faster response to customers will help.

When interpreting the boundaries of unfair competition in May 2026, the Supreme Court noted that the effort to succeed at the expense of another competitor is a feature of competition, which presupposes a certain degree of aggressiveness, and the purpose of protection against unfair competition is not to secure anyone's market position. Poaching business partners only becomes unfair when unfair means are used, for example, an impermissible offer or unfair inducement to terminate an existing relationship (judgment file no. 23 Cdo 2523/2024 of 7 May 2026).

The same judgment adds what this means for companies: an effective tool against poaching through unfair competition can be the contractual definition of the competitive relationship with one's own partners, i.e., exclusivity and a non-compete clause agreed in advance. Those who do not have them rely on unfair competition – and its scope is narrower than most companies think.

What determines your position: the contract, information, and evidence

Before a company takes the first step against a partner, it should answer three questions. The answers determine which claim has a chance and how quickly action must be taken.

What the contract says

Four types of arrangements are decisive: exclusivity, a non-circumvention clause (the partner may not contract directly with customers they reached through you), customer protection after the end of the contract, and a non-compete clause. These are accompanied by confidentiality agreements and agreements on who owns the contacts and data obtained during the cooperation. We discuss what a non-compete clause must contain to be valid in our article on non-compete clauses in commercial law relationships.

If the contract contains any of these, it is also important how long they are valid after termination and what the penalty for breach is. A contractual penalty for each customer approached is incomparably easier to enforce than a general obligation to "refrain from competition."

What information the partner used

A customer database, price lists, individual conditions, or knowledge of when someone's contract expires can be a trade secret. However, the law requires that all its characteristics be met simultaneously: competitive significance, identifiability, value, not being commonly available in the relevant business circles, connection with the business, and being adequately secured to maintain secrecy (Section 504 of the Czech Civil Code).

In practice, the last characteristic is most often decisive. The secrecy must be real: restricted access, document labelling, contractual confidentiality, named access rights. A company that does not protect its customer data in any way will have a hard time proving that it was a trade secret at all – the mere fact that the partner received it for their work does not, on the other hand, preclude protection.

If the database meets the characteristics of a trade secret, its unauthorized use by a partner who gained access to it through their relationship with you is a separate instance of unfair competition (§ 2985). If it does not meet them, what remains is general protection against unfair competition or a breach of contractual confidentiality.

What you can prove

In a circumvention dispute, you lose on evidence, not on law. You need to prove that the partner approached the customers, when, with what offer, and using what information.

The sources are the customers themselves (emails they forward to you, written statements), access logs to your systems, a comparison of the partner's offer with your conditions, and a timeline of orders. Without this, a lawsuit for an injunction will remain a general assertion, and the court will not grant it.

The process from discovery to lawsuit

The procedure below corresponds to a typical course of events. Which steps make sense in your case and how quickly to take them depends on whether the partner still has access to your customers and data and whether the contract contains an explicit non-circumvention clause – that is why the lawyers at ARROWS law firm assess each case individually, and the procedure describes the order, not the decision.

It begins with the quiet securing of evidence, even before any communication with the partner. The company writes down which customers the partner has approached, obtains written confirmation or forwarded communication from them, secures access exports, and saves the current state of its offers and price lists.

Confrontation before securing evidence is the most common mistake in the entire process. After that, the partner will stop using your database, customers will go silent, and what could have been proven can no longer be proven.

The second step is a legal assessment of the contract and information according to the three questions above. The result is a decision on which claim to pursue: contractual penalty and withdrawal, an injunction claim for unfair competition, claims for breach of a trade secret, or a combination.

At the same time, a decision is made about a preliminary injunction – a motion for the court to prohibit the partner from further approaching customers or using data before the dispute is over. The court examines whether it is necessary to provisionally regulate the parties' relations; the longer the company knows about the circumvention and does nothing, the harder it is to explain such a need. In disputes between entrepreneurs, it is also necessary to deposit a security of CZK 50,000.

The third step is a demand letter to the partner. It must be specific: which provision was breached, by what conduct, what must be done by when, and what follows if it is not done. A general "we are notifying you of a breach of contract" is of no interest to the partner or the court. In parallel, communication with customers is addressed – factually, without judging the partner, about what you continue to guarantee them.

The fourth step is a lawsuit if the demand letter is ineffective, or a settlement if the partner backs down. In the practice of ARROWS, many of these disputes end with a settlement agreement: the partner acknowledges which customers they may not serve and for how long, pays a reduced penalty, and the company withdraws the motion for a preliminary injunction. Negotiations can only be conducted from a position supported by evidence and a prepared lawsuit.

Dispute resolution of this type is handled by the ARROWS law firm's team for commercial and court disputes. If the partner is based abroad, the question of which court and under which law the dispute will be conducted arises – we also handle such cases for our Czech clients.

What you can demand from a partner and where the court won't help

The legal framework is there so that a company knows what to rely on – and equally, what it cannot rely on.

Contractual claims

A breach of exclusivity, a non-circumvention clause, or customer protection gives rise to a claim for a contractual penalty, if agreed, and the right to withdraw from the contract if it is a material breach. Damages for the same breach can be claimed in addition to a contractual penalty only if the parties have agreed to a deviation from the statutory rule.

A penalty tied to a specific customer or a specific transaction is substantially more specific, and the breach is easier to prove than with a penalty for a general "breach of loyalty," where the dispute will be about what was actually breached.

Claims from unfair competition

Without a contractual clause, the company relies on unfair competition. When a partner circumvents the company, three areas come into consideration: the use of your trade secret, disparagement of your company in front of customers, and situations where the partner creates the impression that they are taking over your service or are still connected with you – depending on the circumstances, this can be free-riding on reputation, creating a risk of confusion, or deceiving the customer.

The injured party can then demand that the infringer of unfair competition refrains from the conduct and rectifies the defective state, as well as reasonable satisfaction, damages, and the surrender of unjust enrichment (§ 2988). What the law does not provide is protection from a partner simply offering customers a lower price.

Non-compete clause and its limits

A clause that prohibits a partner from competing after the end of the contract must be specific – the law states that it is disregarded if it does not specify the territory, scope of activity, or circle of persons (§ 2975). However, the Supreme Court has interpreted this more leniently: these are not three requirements that must be met simultaneously. It is sufficient if the clause can be used to deduce what activity and to what extent the partner may not perform, with the scope being defined either by territory or by a circle of persons (judgment file no. 29 Cdo 5943/2016).

Furthermore, the clause must not be agreed for an indefinite period or for more than five years; a longer period is reduced to five years. And if it restricts the partner more than is required for the protection of your company, the court may, at the partner's request, limit, cancel, or declare it invalid.

The practical consequence: a general "the partner undertakes not to compete" is not worthless in itself, but it opens up a dispute about its specificity and scope – even a very broad prohibition is more likely to be limited by the court than disregarded. A clause written as "the partner will not offer products X to the customers listed in Appendix 3 for a period of two years" will not provoke such a dispute.

If the partner is a commercial agent, a stricter regime applies: the clause can last for a maximum of two years from the termination of the agency and must be tied to a specified territory or circle of persons, otherwise it is invalid (§ 2518).

How companies that have already experienced it protect themselves against circumvention

Companies that have lost a customer dispute once change two things: the contract and the flow of information.

In the contract, they have a non-circumvention clause with a named or describable definition of protected customers, a penalty for each individual case, a protection period after the end of the cooperation of one to two years depending on the type of relationship, and the right to an accounting of transactions with protected customers. In addition, there is an express agreement that contacts, price lists, and data obtained during the cooperation remain confidential and are returned or deleted upon termination.

For relationships where the partner acts in the name of the company or for its benefit, an express prohibition on acting on one's own account in the company's field of business during the term of the contract is also added.

If the database contains contacts of specific people, the level of personal data protection is added to this; for a partner who takes the data and uses it for themselves, this is a separate risk in addition to the dispute with you.

In the flow of information, the principle of the necessary minimum applies. The partner receives only the data they need to perform their duties, price lists are with the customer, not the intermediary, and access to systems is named and logged. This is not mistrust; it is a condition for the information to be later designated as a trade secret.

Warning signs that in practice precede circumvention: the partner requests direct contacts of decision-makers at customers beyond what they need for the delivery; they are interested in individual prices and discounts that do not affect them; orders through them are decreasing while customers continue to purchase; and a customer mentions that they "received a direct offer." An offer below cost may, depending on the circumstances and the purpose of the conduct, open up further competition law issues – we describe them in the article on dumping prices and unfair competition.

A special signal is when a partner establishes or revives a company with a similar object of business, or with a name or designation similar to yours. In that case, protection of the designation is added to the defence against circumvention – we describe it in the article on trademarks and unfair competition.

Mistakes that decide the dispute before it begins

The most expensive mistake is a non-compete clause written so generally that the prohibited activity or the scope of the prohibition cannot be determined from it. The company relies on it for years and in a dispute finds out that its interpretation will only now be debated – and that the court may narrow its scope.

The second is the designation "all information is confidential" without the company actually keeping anything secret. The court will then not recognize a trade secret because the legal characteristic of its protection is missing.

The third mistake is reacting with anger: an email to all customers about how the partner is cheating, which turns into a lawsuit for disparagement against you. The fourth is waiting – the company collects lost orders for six months and then applies for a preliminary injunction, for which it will be difficult to explain why it is necessary to provisionally regulate the relations. And the fifth is a lump-sum penalty without a link to specific conduct, which the partner challenges as unreasonable because the company cannot say exactly what it is demanding it for.

Risks in defending against circumvention by a partner

What to do this week

First, find out what you have in hand: the contract with the partner, a list of approached customers, and evidence of how the approach occurred. Then decide which of the three cases it is – breach of contract, unfair competition, or permissible competition – and only then choose between a demand letter, a motion for a preliminary injunction, and a business response.

Regardless of the outcome of this case, fix the contracts with other partners. The Supreme Court has explicitly reminded that a contractual definition of the competitive relationship can be an effective tool of protection against poaching through unfair competition.

The law will give you an injunction claim, a penalty, and damages where the partner has breached the contract or used unfair means; it will not give you back a customer who left for a better offer. The lawyers at ARROWS law firm will assess your contract and evidence within a few days, prepare a demand letter or a motion for a preliminary injunction, and represent you in settlement negotiations and in court. If a partner is circumventing your customers right now, write to consultation@arws.cz – time is more critical here than in most other disputes.