b2sb (business to small business) - support for business to remodel contracts

# What is it?

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.

As of 1.01.2021, 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. This is confirmed by the interpretation of the regulations announced by the Ministries.

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.

# Who is affected?

Each company which provides its services / makes sales to sole proprietors, or operating in the form of civil partnerships.

The changes will affect most severely companies that have so far relied entirely or mostly on b2b sales, i.e. having only companies, and not consumers, among their customers. Such companies will have to completely remodel their contractual models. Less affected will be the companies which have already been selling to consumers, as it will be easier for them to remodel their patterns.

# Are the changes affecting your company?

Almost always the answer to this question is YES. This is because it is enough that after 1.01.2021 you plan to provide services / make sales to any customer who is a sole proprietor.

It is not worth downplaying the changes. Remember that "forbidden clauses" in contracts was what led to the scale of the banks' legal case load of so-called "franking credits. This is one example of downplaying the threat.

# Industries at risk

Threatened by the new regulations is basically every business regardless of how it operates (JDG/s.c./companies) except companies strictly consumer contracts (b2c). Most at risk are entities entering into so-called bilateral professional contracts, i.e. b2b which are or may be: financial contracts (e.g. leasing, factoring, loans), contracts of insurance, forwarding, transportation, carriage, construction, sale, delivery, order, provision of services, supply, etc.

The industries most heavily threatened by the new regulations are:

• Financial;
• Insurance;
• construction;
• transportation;
• manufacturing;
• sales;
• Services (including marketing);
• distribution;

Additionally, anyone who conducts employment in the form of b2b is at risk, which applies to all business in Poland.

# How can we help?

We comprehensively and professionally support companies in adjusting to the new regulation.

• We will assess the scale of application of the regulations to your business, the scale of risk and the scale of action required;
• We will develop mechanisms to verify whether a particular transaction entered into with a JDG entrepreneur is of a professional nature;
• We will verify and update the provisions of contracts / templates / regulations / general terms and conditions in terms of prohibited clauses - propose changes in terms of weighing the risks of a potential challenge to a clause in the template;
• We will adapt all bylaws and internal corporate documents to the upcoming changes in the law, no matter what industry your company is in;
• We will provide the necessary advice and guidance to the company's employees working with contractors running JDG on a daily basis, point out what to pay attention to when concluding contracts;
• We will adapt the standard of your business to the increased standards of protection for individuals operating JDGs.

We will safeguard the interests of your company.

# Free Quote

There is very little time left until the regulations take effect (1.01.2021).

Contact us for FREE quote and offers to adapt your company to legal changes. You will receive a short questionnaire, the completion of which will allow us to prepare an individualized offer in various variants.