On 1.01.2021, a landmark amendment will come into force, creating a new group of customers next to businesses (b2b) and consumers (b2c), i.e. business-individuals treated partly as consumers (b2sb). This generates the need to, among other things, remodel existing contract templates (contracts, regulations, general terms and conditions, price lists) and strip them of prohibited clauses (so-called abusive clauses). The change could directly or indirectly affect up to 1/3 of companies in Poland.
Until now, any entrepreneur who offered his products only to entrepreneurs (b2b segment) could afford to use contractual templates (e.g. contracts, regulations, price lists, general terms and conditions of sale / general terms and conditions of cooperation / general terms and conditions of ordering / general terms and conditions of contract / GTCs / T&Cs / T&Cs / T&Cs) that protected his interest in a very strong way at the expense of the other party (the entrepreneur customer). Such provisions (e.g., unilaterally imposed high contractual penalties, limitation of liability for services rendered, and many others) were lawful within the limit of freedom of contract.
Starting in 2021, there will be a complete legal remodeling within the b2b segment.
This is because there will be a new group of b2b customers requiring different treatment. Among the customer-entrepreneurs will be treated differently Entrepreneurs engaged in sole proprietorship, including partners in civil partnerships, who will gain the right to protection just like consumers under parts of the legislation.
The regulations will apply to an individual who enters into a contract directly related to his or her business activity, when it is apparent from the content of the contract that it does not have a professional character for that individual, arising in particular from the subject matter of his or her business activity. The concept of professional character is vague, which results in a cautious approach to the regulation of most industries in terms of the broad treatment of entrepreneurs under the new regulation. In contrast, in each industry, such an approach must be treated individually in terms of assessing the types of customers.
The extension of protection will apply in particular:
- not to be bound by prohibited clauses, i.e. provisions that shape the rights and obligations of the weaker party to the contract in a manner contrary to good practice, grossly violating its interests, in the content of the general terms and conditions / contract / regulations;
- Warranty on a consumer basis;
- The right to withdraw from a distance contract and from an off-premises contract without giving a reason within a 14-day period.
It may seem that this change does not apply to your company, but only to large corporations, however, the scope of application is unaffected by the size of the company. It will cover a listed company as much as a "Kowalski" entrepreneur, because the scope of application is determined by the clientele of such companies. And sole proprietors are the clientele of almost every company. On top of that, one cannot forget about the "self-employed" who appear in many companies, and in light of these changes, the restrictions may affect them as well.
There is very little time left until the regulations take effect (1.01.2021). On this date, your company should be comprehensively adapted to the changes to ensure the continuation of offering your services / goods to sole proprietors.
We encourage you to familiarize yourself with a special sub-site of the law firm dedicated to the above-mentioned changes, where you will find more information, including the opportunity to direct your inquiry to us to obtain a free quote for adapting your company to the change of regulations with an indication of the scope of activities. We encourage you to visit subpages.
