Adapting Terms and Conditions for Poland

Basic legislative framework for Polish T&Cs

If your T&Cs are to be legally binding in Poland, they must comply with the following sources of law:

The Kodeks Cywilny (Polish Civil Code) is the foundation of Polish private law. Articles 384 to 385.4 deal specifically with general terms and conditions (warunki ogólne umowy) and unfair contractual clauses. The key principle here is that the terms must be, vis-à-vis the other party:

• Expressly and clearly communicated—you must not “hide” a clause in unreadable text; it must be available before the contract is concluded.
• Interpreted always in favour of the party that did not set them—this is known as the contra proferentem principle; if anything is unclear, it is interpreted against the party that drafted the T&Cs.
• Reasonable and not unexpected—you cannot include “surprising” elements that a reasonable business partner would not expect.
• In B2C and, in some cases, also for sole traders, they must not contain unfair terms.

Ustawa o ochronie konkurencji i konsumentów (Act on Competition and Consumer Protection)

This act, administered by UOKIK, is essential. It defines what constitutes unfair commercial practices and infringements of the collective interests of consumers. T&Cs that contain elements breaching this act may be considered unlawful. Fines may reach up to 10% of turnover from the previous fiscal year—depending on the severity of the breach and how long the infringement continued.

If you sell to Polish individuals as consumers, this act is critical for you. It implements EU consumer rights directives and includes specific rules for distance and off-premises contracts, information obligations, and the right to withdraw from the contract.

Under this act, there is also the so-called “Black List” – a list of terms that are entirely prohibited vis-à-vis consumers. This includes:

• Terms that allow the seller to unilaterally amend the contract without a legally recognised reason.
• Terms that completely deprive the right to compensation for damage of any real effect.
• Terms that exclude or significantly limit the right to return goods within a reasonable period.
• Terms that exclude the right to turn to a court or a mediator.

The attorneys at ARROWS, a Prague-based law firm, work with these legal sources on a daily basis and know how to apply them correctly to your specific situation.

Key specifics of Polish T&Cs compared to Czech law

Polish law differs from Czech law in many respects. Here are the most important differences your lawyer should point out when preparing your T&Cs:

The prohibition of unfair contractual terms is formulated more strictly and is broader.

In Poland, there is the so-called “Black List” – a list of terms that are entirely prohibited vis-à-vis consumers, without the possibility of rebuttal. This list is continuously updated by UOKIK. It includes, among other things:

• Unilateral price changes without legally justified and comprehensible conditions.
• Terms that allow only the seller to terminate the contract, while the consumer does not have the same right.
• Limiting or excluding rights to compensation for damage.
• Since 2020, provisions on unfair contractual terms (under the Kodeks Cywilny) also apply to individuals who are entrepreneurs, if the contract concluded with them is not directly related to the subject of their business activity.

In the Czech Republic, the list of protected terms is more general; in Poland it is far more specific and stricter, additionally with a new extension of protection to certain entrepreneurs.

Dispute resolution must be accessible.

Polish law requires that T&Cs include mechanisms for dispute resolution. You cannot simply say: “Disputes are resolved only before Czech courts and under Czech law.” Such an approach will be considered inaccessible protection and may in itself become a breach of competition protection law. A Polish counterparty may then successfully argue that it has no access to legal protection.

In B2C relationships, it additionally applies that the consumer always has the right to assert their rights before a court in the country of their residence, regardless of the chosen law or jurisdiction in the T&Cs (EU Regulation No. 1215/2012).

A Polish buyer filed a complaint with UOKIK claiming that access to legal protection had been made impossible. UOKIK agreed with them – a Czech company cannot assume that a solution all the way in Brno is “accessible”. The company had to amend its T&Cs and accepted a fine.

Specific requirements for identifying the seller.

Polish law, especially for e-commerce and B2C, requires that T&Cs include:

• The business name and the company’s registered office address.
• Company ID number (in Poland: NIP – Numer Identyfikacji Podatkowej).
• Telephone number and e-mail contact.
• Details of registration in the commercial register (Krajowy Rejestr Sądowy – KRS), if the company is registered.
• For digital services: the URL or physical address where the T&Cs can be found.

In the Czech Republic, the requirements are similar, but in Poland this is checked and audited more rigorously. A missing detail may result in the entire set of T&Cs being deemed unacceptable.

Right to withdraw from the contract – longer periods or special regimes

Czech businesses are used to 14 days to withdraw from a contract (under the EU directive). In Poland, the periods are sometimes extended (e.g., if the consumer was not properly informed about the right of withdrawal, the period is extended up to 12 months) or there are special regimes for certain categories of goods (e.g., rules for genetically modified products). If you fail to set this correctly in your T&Cs, you risk a dispute.

Complaints/claims – precise procedures.

Polish law has very specific procedures for complaints/claims regarding goods and services, which must be transparently stated in the T&Cs. The T&Cs must respect these procedures and specify them clearly. We often see an incorrect approach where a Czech company simply ignores the Polish complaints procedure and tries to handle the matter “its own way”.

• Identification of the contracting parties.
• The essence of the subject matter of the contract (what exactly is being sold).
• Price and payment terms.
• Term and termination conditions (if it is not a one-off contract).
• Rights and obligations of both parties.
• Any contractual penalties or claims for damages (if applicable).
• A dispute resolution mechanism.
• An explicit statement that the contract is governed by Polish law (or the law of another EU country, if you choose it, but it must be clearly stated with regard to mandatory provisions, e.g., for consumers).
• Place of dispute resolution (designating a court in Poland is usually better than not designating one).

If any of these elements is missing, a Polish court or regulator may require them – and if you fail to provide them, the contract may become partially or entirely invalid.

2. Is it possible to have one set of T&Cs for all Czech and Polish clients?

Theoretically yes, but in practice no. If you have one set of T&Cs that should work in both the Czech Republic and Poland, you will have to adapt to the stricter regime (i.e., Poland’s). The result will be that your T&Cs will be unnecessarily lenient in the Czech Republic and still insufficient in Poland. A better approach is to have at least two versions – one for the Czech Republic and one for Poland.

3. Can I use arbitration in Poland instead of courts?

Yes, arbitration is permissible in Poland and is often a welcome solution if both parties agree to it. Poland has institutions such as Sąd Arbitrażowy przy Krajowej Izbie Gospodarczej (the Court of Arbitration at the Polish Chamber of Commerce). Advantage: often faster resolution. Disadvantage: you still have to pay arbitration fees, and arbitral awards must also be recognised (and are subject to review in certain cases).

Formal requirements for T&Cs in Poland – what must not be missing

For your T&Cs to be legally relevant and enforceable in Poland, they must meet the following formal requirements:

Identification of the contracting parties

Clear details about you (the seller) – business name, registered office, company ID, VAT ID, registration in the commercial register (if relevant). For B2C, this must be absolutely complete and easily accessible.

Essence of the subject matter of the contract

What exactly are you selling? Goods, a service, software, consulting? It must be absolutely clear, without ambiguity. In Polish, the term “przedmiot umowy” is used.

Price and payment terms

Specific price, currency, due date, payment method. Ambiguities in pricing are common and lead to repeated disputes.

Term and termination

If the contract is not a one-off agreement, the start and end must be clearly defined. How is the contract terminated? When can it be terminated by notice? What are the notice periods?

Rights and obligations of both parties

Clear definition – what the seller must do, what the buyer must do. Mutual obligations.

Contractual penalty, insurance or compensation

If a contractual penalty (so-called kara umowna) is agreed, it must be adequate. Polish law reviews whether it is “punitive” – i.e., disproportionately high. If you knowingly set the penalty at 50% of the contract value, the court may reduce it.

Dispute resolution

By any mechanisms – court, arbitration, mediation. There must be a specific route for resolving a dispute. You cannot simply say “a dispute cannot be resolved.”

Governing law and place of resolution

It must be expressly stated that the contract is governed by Polish law (subject to mandatory provisions, e.g., for consumers). The place of resolution should be in Poland, especially for B2C.

Deadlines and conditions

All key deadlines – for payment, complaints, withdrawal, delivery. Unclear deadlines are repeatedly a source of legal disputes.

Incorrect approaches and practical risks – what happens in practice

When we look at Czech-Polish business relationships, we see recurring mistakes:

Mistake: Automatic carry-over of Czech T&Cs

A Czech company says: “We have Czech T&Cs, we’ll translate them into English and send them to Poland.” The result? The T&Cs contain references to Czech legal regulations, Czech courts, Czech concepts and procedures that do not apply in Poland. The Polish partner senses that it is not legally binding and acts accordingly.

Impact: Inability to enforce rights in Poland, unsuccessful debt recovery.

Mistake: Ignoring mandatory content

A Czech company forgets to state where the matter will be dealt with in Poland, what its registered office is, or fails to clearly define the dispute resolution route. The dispute then goes to a Polish court, which concludes that the T&Cs are not sufficiently specific and dismisses the claim for debt recovery.

Impact: Moving the dispute to a different jurisdiction, unnecessary delay.

Mistake: Overly harsh terms

A Czech company states in its T&Cs that “all receivables are due immediately and any delay is penalised at 0.5% per day.” In Poland, this may be considered an excessive contractual penalty (nieadekwatna kara) and the court will reduce it or not apply it at all.

Impact: Loss of part of your claims in court proceedings.

Mistake: Lack of preparedness for UOKIK

A Czech company does not realise that Poland has a strong regulator – UOKIK – which oversees unfair commercial practices and infringements of consumers’ collective interests. If you have poor T&Cs, UOKIK will order you to change them and will also fine you.

Impact: A fine of up to 10% of turnover from the previous fiscal year; obligation to amend the T&Cs; reputational damage.

Mistake: One-sided solutions

A Czech company believes that if it states in the contract that “everything is handled by a court in the Czech Republic,” it is protected. In practice, a Polish partner may then complain to UOKIK that access to legal protection has been restricted. In addition, for consumers, their right to sue in their home country cannot be limited by T&Cs.

Impact: Regulatory proceedings, fines, orders to make changes.

Risk table – what you face and how ARROWS helps

How to proceed specifically – a practical guide

If you are deciding on the correct setup of T&Cs for Poland, here is the recommended approach:

Step: Audit of existing T&Cs

Take your current Czech T&Cs and have them reviewed from the perspective of Polish law. What is compatible and what is not? This analysis must focus on details – not only the major elements (court, law), but also specifics (deadlines, penalty clauses, return rights, company details).

Step: Consultation with a Polish-law expert

If this analysis is carried out by a lawyer with practice in Polish law, that is ideal. ARROWS, a Prague-based law firm, has access to the ARROWS International network, which includes lawyers directly in Poland, so matters are handled with specialists.

Step: Preparation of new or amended T&Cs

Draft new T&Cs under Polish law, or take the old ones and adapt them. Attention must be paid to:

• Identification – your Polish registered office (if any) or clear details from the Czech Republic.
• Languages – at least English; for B2C ideally Polish.
• Content – prohibitions, obligations, rights (especially with regard to Polish “black lists” and protection of sole traders).
• Dispute resolution – whether a Polish court, mediation, arbitration, and where specifically, while respecting consumer rules.

Step: Legal verification by a specialist

Before you roll out the T&Cs “for real,” have them verified by a lawyer who has experience with Polish law and also understands your business.

Step: Implementation and communication

Once your T&Cs have been approved, implement them. Make sure they are available on your website, in emails, and when entering into contracts. Inform your Polish partners that you have addressed this matter deliberately and professionally.

Step: Ongoing monitoring

Polish law is evolving. We recommend having your T&Cs reviewed at least once a year, especially if there are changes in Polish legislation or case law.

Currency and tax aspects – what must not be missing

Although this is not primarily a legal issue, your T&Cs should reflect the rules relating to currency, taxes, and finance.

Currency

Poland uses the Polish zloty (PLN). If you sell in euros or Czech crowns, you must state this clearly. At the same time, explain how the exchange rate is calculated: a fixed rate on the date of conclusion, the European Central Bank rate, the rate on the payment date? An unclear exchange-rate arrangement is a typical source of misunderstandings.

VAT and taxation

Poland has its own VAT rates and rules. The standard VAT rate is 23%. If you sell goods or services, you must comply with Polish VAT rules. Your T&Cs should clearly state whether the price is inclusive or exclusive of VAT.

Invoicing and payment terms

Polish law has specific requirements for invoices. The standard in B2B is 30 or 60 days to pay. If you want immediate payment due, you must expressly agree it. Your T&Cs must clearly refer to these matters.

Practical tips for long-term business with Poland

If you want to do business successfully in Poland in the long term, here are a few practical recommendations:

Polish partners value specificity and written documentation. If you agree something with them verbally, put it in an email. This will help you avoid later disputes about what was agreed.

If you see that your T&Cs are too strict, be willing to soften them slightly. However, this does not mean that you treat different partners differently without reason. Consistency builds trust.

Poland is in the EU and the law is evolving there. Monitor decisions of Polish courts and UOKIK. If the case law relevant to your issue changes, update your T&Cs.

If something happens – a dispute, an inspection, a notice from UOKIK – you should not handle it in the usual way. You need a lawyer who will respond quickly. The attorneys at ARROWS advokátní kancelář are used to working under urgent conditions.

If you have one manager or lawyer responsible for administering the T&Cs, train them. They should know what is and is not permitted in Poland. Mistakes often happen because this person does not know the difference between Czech and Polish rules.

Final summary

Setting up proper general terms and conditions for Poland is not a trivial task. Polish legal standards differ fundamentally from Czech ones in many respects – whether in the approach to consumer protection (including certain entrepreneurs), in the interpretation of contractual terms, or in oversight by the regulator UOKIK.

If you simply take your Czech T&Cs and translate them, you risk:

• Invalidity of the terms or parts of the contract.
• Court disputes and inability to enforce your rights.
• High fines from the regulator (up to 10% of turnover from the previous fiscal year).
• Reputational damage.

The correct approach is:

• Conduct an audit of your existing T&Cs from the perspective of Polish law.
• Identify risks and incompatibilities.
• Prepare new or amended T&Cs in line with Polish law.
• Ensure they are formally and substantively correct.
• Implement them and continuously monitor changes in legislation.

The attorneys at ARROWS advokátní kancelář have extensive experience with cross-border matters and, thanks to the ARROWS International network, have access to specialists directly in Poland. You do not have to handle this on your own. If you want to set up Polish T&Cs safely and correctly – and also secure long-term support in case of changes or disputes – contact consultation@arws.cz for an initial consultation.

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• Supply chain disputes in Czech law: How to win or settle smart
• CFO Checklist: 7 Legal Traps in Company Structures and Contracts in the Czech Republic