A lawyer reviewing a contract before signing looks for clauses that shift risk onto one party, are imprecise or inconsistent with Polish law. Such review usually costs a fraction of the amount later at stake in a dispute, and it is especially important for contracts with foreign counterparties, long-term cooperation and contracts prepared by the other side. Below we describe what is assessed and how to prepare for the consultation.
Freedom of contract and its limits
Polish law allows the parties to shape the legal relationship at their discretion, as long as its content or purpose does not breach the nature of the relationship, the law or the principles of social coexistence (Article 353¹ of the Civil Code). In practice this means that a signed document is binding even if it is unfavourable to the entrepreneur. The court will not correct a contract merely because one of the parties misjudged the risk.
An exception concerns persons running a sole proprietorship who conclude a contract unrelated to their professional specialisation. Under Article 385⁵ of the Civil Code, they benefit from protection against prohibited clauses in the same way as consumers. Whether a contract has a professional character is determined, among others, by the business activity entered in CEIDG.
What a lawyer looks at first
Parties, subject and scope of services
A wrongly identified company, a missing register number or a person signing without authority are problems that only surface when claims are being pursued. Equally important is the description of the subject: a generality like "technical support" makes it hard to show whether or not the service was performed.
Remuneration and payment terms
In B2B transactions the payment term as a rule may not exceed 60 days from delivery of the invoice; a longer one is admissible only when the parties expressly agree it and it is not grossly unfair to the creditor. However, when a large entrepreneur pays a micro, small or medium entrepreneur, 60 days is an absolute limit. For each delayed invoice a flat-rate reimbursement of debt-recovery costs is also due: EUR 40, 70 or 100, depending on the amount. It is worth checking whether the contract tries to limit these rights.
Liability and liquidated damages
Liquidated damages can secure only non-monetary obligations, e.g. timely delivery of a project (Article 483 CC). They are due regardless of the amount of loss, and claiming damages above the penalty is only possible when the contract provides for it (Article 484 § 1). During review it is assessed whether the penalties are symmetrical, whether they have a cap and whether they do not duplicate other sanctions.
The parties may also modify statutory liability for non-performance (Article 471 CC), e.g. by excluding lost profits. However, liability for damage caused intentionally cannot effectively be excluded (Article 473 § 2).
Termination and notice period
No termination mechanism or an excessively long contract period makes it hard to walk away from the cooperation. The lawyer checks when termination with immediate effect is available, what happens to payments for started stages, and which duties continue after the contract ends — confidentiality, non-solicitation, return of materials.
Contracts with a foreign counterparty
In cross-border contracts several issues come up that are obvious in domestic agreements:
- applicable law — if foreign law is chosen, a Polish lawyer will assess the structure and risks, but a detailed analysis of another country's rules may require a lawyer from that country;
- court or arbitration — consenting to a foreign court means costs of translation, counsel and travel, and later also recognition of the judgment in Poland;
- language version — with two versions, the contract should state which one prevails in case of discrepancies;
- currency and taxes — who bears the cost of currency conversion, bank fees and any withholding tax;
- deliveries of goods — the moment of transfer of risk, insurance and duty; and if the parties invoke Incoterms, also their exact version and place.
Form of the contract and limitation of claims
Where the parties have stipulated a special form for the contract, the act is only effective if that form is observed (Article 76 CC). The electronic form requires a qualified electronic signature and is equivalent to the written one (Article 78¹ CC) — more in the article on the electronic signature. An ordinary scan with a signature or acceptance in an electronic message gives a weaker evidentiary position.
Claims related to running business activity are as a rule time-barred after three years, with the deadline falling on the last day of the calendar year (Article 118 CC). The contract cannot shorten or extend this term, which is why reacting quickly to arrears is all the more important — see debt collection.
How to prepare the contract for review
- Provide the full text together with annexes, regulations and general terms to which the contract refers.
- In a few sentences describe the purpose of the cooperation, the schedule and the contract value.
- Indicate which clauses raise doubts and what is non-negotiable for you.
- Say whether the content is imposed by the other side or whether there is still room for negotiation.
- After the analysis, ask for a list of changes with reasons — it is easier to present this to the counterparty than a general opinion.
Example: a programmer receives from a foreign client a contract with a penalty of 1% of the fee for each day of delay, with no cap, and a court in the client's country. The review ends with a proposal to cap the penalties at 10% of the order value, exclude penalties for delays caused by the client, and choose arbitration conducted remotely. These three changes reduce the risk, not block the cooperation.
How Good Balance can help
As part of a legal consultation we analyse domestic and international contracts, point out risky clauses and propose concrete changes. If a new contract or an addendum is needed, we will prepare the document as part of the contract drafting service.