Service agreement between businesses (umowa o świadczenie usług)

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An agreement between Polish businesses for ongoing or periodic services — IT, marketing, accounting, consulting: the scope and what falls outside it, the term, the net fee plus VAT, payment within no more than 60 days, invoices in the national e-invoicing system (KSeF), professional diligence, confidentiality, a liability cap and termination. The rules on mandate contracts apply to it (art. 750 of the Civil Code).

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Common questions

How does a Polish service agreement differ from a contract for a specific work?

A service agreement, governed by the rules on mandate (art. 750 of the Civil Code), commits the provider to diligent performance — IT support, bookkeeping, marketing — rather than a particular result. A contract for a specific work concerns a concrete, verifiable outcome, such as a design or software, and carries liability for its defects. What is actually delivered also decides which rules a court will apply.

What invoice payment term can Polish businesses agree between themselves?

As a rule, no more than 60 days from delivery of the invoice (art. 7(2) of the Act on Preventing Excessive Delays in Commercial Transactions); longer only if expressly agreed and not grossly unfair to the creditor. Where the debtor is a large enterprise and the creditor a micro, small or medium one, the 60-day limit is absolute, and a public body pays within 30 days.

Can a Polish service agreement cap the provider's liability?

Yes. Between businesses, liability can be capped by amount or certain kinds of loss excluded, such as lost profits, but not for damage caused intentionally (art. 473 § 2 of the Civil Code). For breach of non-monetary duties, such as confidentiality or deadlines, a contractual penalty can be agreed (art. 483), payable without proving the amount of loss.