When Polish Standard Terms Conflict With an Individual Agreement

When Polish Standard Terms Conflict With an Individual Agreement

Your general terms and conditions may say they take precedence over a signed order form. Under Poland’s Civil Code, the opposite rule applies when the documents conflict: the individual agreement prevails. Your business may discover the difference only after a salesperson signs a provision that no one else reviews.

This matters if you operate a platform, marketplace, SaaS business using terms and conditions alongside order forms, or an agency using framework terms. One set of standard terms can govern dozens or hundreds of relationships. The operational risk arises when separately signed agreements sit alongside those terms-and no one controls what those agreements contain.

Article 385 § 1 of the Polish Civil Code (consolidated text, Journal of Laws 2025, item 1071) states that if an agreement conflicts with standard terms, the parties are bound by the agreement. This rule also applies to business-to-business (B2B) relationships; it is not limited to consumer contracts.

The solution is not simply a stronger precedence clause. It is a coherent two-tier contract structure-standard terms plus an individual agreement-supported by a process that catches deviations before signature.

The Polish contract terms you need to know

Why a GTC precedence clause does not solve the conflict

Standard terms often say either “the GTC take precedence over the specific agreement” or “the individual agreement may not contain provisions that conflict with the GTC.” Neither statement settles a conflict in the way its drafter may expect.

The statutory rule

Article 385 § 1 of the Civil Code gives priority to the agreement when its content conflicts with standard terms. A clause in the standard terms cannot reverse that priority.

A prohibition on negotiating conflicting provisions may, at most, govern how your team is expected to negotiate. If someone signs contrary to internal instructions, that may give the business grounds to challenge that person’s conduct. It does not, by itself, change which document governs the relationship with the counterparty.

The distinction in the third row is central to contract design. Standard terms continue to supplement matters the individual agreement does not regulate. The risk is a signed deviation, not the mere existence of two documents.

Ambiguity creates a further risk

Article 385 § 2 of the Civil Code requires standard terms to be clear and understandable, with doubts interpreted in favor of the other party. Mismatched exhibit numbers, a reference to a nonexistent clause, or a blank field in a contractual-penalty provision can therefore work against the drafter.

A business drafting standard terms is also subject to the heightened professional standard of care under Article 355 § 2 of the Civil Code. A court may assess the quality of its drafting more strictly than that of a document prepared by a nonprofessional.

Where an inconsistent two-tier structure creates exposure

Legal risk: a portfolio of exceptions

Suppose a negotiator signs a specific agreement with a remuneration model more favorable to the counterparty than the GTC allow. Three years later, a dispute arises. The individual agreement governs the conflicting point despite the GTC’s claim to precedence.

Over time, the contract portfolio becomes a set of individual exceptions. The business has a standard on paper, but must check each relationship manually to understand the terms actually in force.

Financial risk: price terms hidden in technical exhibits

A technical exhibit may define the threshold at which an event becomes billable, the conversion rate between units, or what counts as a billing event. These are not merely technical details: each can change the amount on an invoice.

If one party can change that exhibit without an amendment, and the billing data exist only in its system, the other party cannot independently verify the calculation.

Operational risk: changing the GTC without a procedure

Article 384¹ of the Civil Code addresses amended standard terms in an ongoing contractual relationship. The amended terms bind the other party if they have been delivered to that party and it has not terminated the agreement at the next available termination date (Civil Code, consolidated text, Journal of Laws 2025, item 1071).

Without a workable amendment procedure, the old GTC may continue to govern the relationship, or the issuer may face an allegation that it changed terms unilaterally. If the documents provide only for a written amendment signed separately by every counterparty, a legally required update could mean collecting hundreds of signatures.

Licensing risk for digital and IP-based businesses

Distribution businesses, digital-content platforms, and SaaS providers with an intellectual-property component need to check the license provisions as well.

If exclusivity is negotiated in the specific agreement, that document must meet the written-form requirement on pain of invalidity. Use a paper document or a qualified electronic signature; an exchange of emails is not enough.

How to make the documents and signing process work together

A better GTC precedence clause will not, on its own, fix the structure. The documents need defined roles, and the business needs controls before and after signature.

1. Define a closed list of negotiable parameters

Specify exactly what the individual agreement may regulate, for example:

1. The remuneration model and amount.
2. Exclusivity-whether it applies, its territory, and its term.
3. The distribution territory.
4. The billing period.
5. Contact details and responsible people.

State that the GTC govern matters outside that list. This reduces the scope for conflict and makes it easier to show that a deviation elsewhere was not individually agreed. It does not replace pre-signing review: if a conflicting provision is signed, the statutory conflict rule remains relevant.

2. Draft the conflict clause around Article 385 § 1

Remove a blanket statement that the GTC always take precedence. Instead, the clause should:

1. Confirm that the individual agreement takes precedence for the agreed negotiable parameters.
2. State that the GTC apply in other respects.
3. Set an escalation process when a negotiator wants to go beyond the approved list.

3. Review each individual agreement before signature

Document wording cannot protect the business if deviations are not identified before signing.

4. Set a procedure for changing the GTC

The GTC should address:

1. How and when amended terms are delivered.
2. The period in which the counterparty may terminate without adverse consequences.
3. How changes required by law differ from business-driven changes.
4. What happens to relationships already operating when the change takes effect.

Without an effective process, updating the GTC may require separate amendments with counterparties-undermining the reason for using standard terms.

5. Build controls around system-generated billing

Where one party’s system generates the basis for remuneration, the documents should:

1. Define a billing event precisely and measurably.
2. Put technical thresholds in an exhibit that requires both parties’ consent to change.
3. Give the counterparty continuing access to a data dashboard.
4. Set a deadline for objections to billing reports without suspending payment of undisputed amounts.
5. Provide for corrections in the next billing period.
6. Grant an audit right and allocate its cost to the payer if an understatement exceeds an agreed threshold.

The understatement threshold, calculation method, and recoverable audit costs need to be specified in the contract. The Copyright Act (Journal of Laws 2024, item 1254) does not set a statutory percentage threshold.

6. Check the licensing provisions and data retention

For contracts involving copyright works:

1. Expressly list fields of exploitation separately for the principal content, promotional excerpts, and accompanying materials.
2. Say whether the agreed remuneration covers all amounts due for those elements.
3. Ensure the document establishing exclusivity meets the written-form requirement.
4. Keep underlying billing data for longer than the limitation period for remuneration claims. For typical B2B settlements, the source recommends at least three years for each amount due, referring to Article 118 of the Civil Code (consolidated text).

Additional checks for businesses operating in Poland

Payment periods and self-billing

If your counterparty is a small or medium-sized enterprise (SME) and your company meets the criteria for a large enterprise, the maximum contractual payment period is 60 days from delivery of the invoice under Article 7(2a) of the Act on Counteracting Excessive Delays in Commercial Transactions (Journal of Laws 2023, item 711). A longer contractual period is replaced by the statutory deadline.

If the arrangement uses self-billing under Article 106d of the Polish VAT Act (Journal of Laws 2025, item 775), describe how the invoice is sent, how long the other party has to object, and what silence means. Tax authorities accept a failure to object within the contractual period as approval (biznes.gov.pl).

Revenue information for authors

Article 47¹ of the Polish Copyright Act (Journal of Laws 2024, item 1254), implementing Article 19 of Directive 2019/790, gives authors a right to regular information on revenue from use of their works-at least annually. The obligation rests with the author’s direct counterparty and, where sublicenses are involved, also extends to downstream licensees.

A contract can allocate the cost of handling information requests, but it cannot remove an obligation imposed by statute. Ensure that any party required to provide the information receives the data needed to do so.

Whether a platform falls within P2B or the DSA

A platform that enables businesses to offer goods or services to consumers may be subject to the P2B Regulation (EU) 2019/1150. In Poland, a breach of that regulation is classified as an act of unfair competition under Article 17h of the Act on Combating Unfair Competition; the source identifies civil proceedings as the route for pursuing claims.

The Digital Services Act (DSA), Regulation 2022/2065, sets maximum fines directly in the regulation at up to 6% of annual worldwide turnover.

Classification depends on what the platform actually does: who offers the product or service, who contracts with the consumer, and on whose account and at whose risk the transaction takes place. A platform that buys goods and resells them on its own account has a weaker basis for classification as a provider of online intermediation services under P2B.

Contractual penalties and liability caps

How we can help

Fixing isolated GTC clauses is not enough if the signed agreements and approval process remain inconsistent. We audit two-tier structures-standard terms plus individual agreements-at three levels:

• Operational minimum: A conflict clause aligned with Article 385 § 1 of the Civil Code, a closed list of negotiable parameters, and a procedure for changing standard terms in an ongoing relationship.
• Solid foundation: The above, plus licensing provisions, billing controls, liability caps, and contractual penalties.
• Comprehensive protection: The above, plus P2B/DSA classification, a content-removal procedure with an appeal route, allocation of information duties owed to authors, and a pre-signing review process for the sales team.

Correcting the structure now is far less costly than disputing a conflict clause-particularly if that dispute concerns three years of remuneration. Contact us to review the GTC, the portfolio of individual agreements, and how your team signs them.

Three controls that make standard terms scalable

Standard terms remain useful: one document can support many counterparty relationships and consistent operations. Their effectiveness depends on three controls working together:

1. A closed list of negotiable parameters limits potential conflicts with individual agreements.
2. Pre-signing review identifies deviations before they become signed terms.
3. An amendment procedure provides a route for updating the GTC without collecting a separate signed amendment from every counterparty.

To assess your current structure, contact us. We can identify what needs to change and the order in which to address it.

Frequently asked questions

Our GTC say they prevail over the specific agreement. Does that help?

Not as a conflict rule. Under Article 385 § 1 of the Civil Code, the agreement binds the parties where it conflicts with standard terms. A GTC clause may set expectations for negotiation, but it cannot reverse that statutory priority. Define what may be negotiated and review deviations before signature.

Can we change the GTC during an ongoing relationship?

Article 384¹ of the Civil Code provides for amended standard terms in an ongoing relationship if they are delivered to the counterparty and it does not terminate at the next available termination date. Put a workable amendment procedure in the GTC. Without one, an update may require a separate amendment with each counterparty.

How can we prove which GTC version a counterparty could access three years ago?

Version the GTC by number and date. Archive evidence of when and how each version was made available, to whom, and the file hash. Those records support proof of compliance with Article 384 of the Civil Code if a dispute arises years later.

Is an electronic signature enough for an agreement granting exclusivity?

An exclusive license requires written form on pain of invalidity under Article 67 of the Copyright Act. A qualified electronic signature satisfies that requirement; an ordinary electronic signature or email exchange does not. A paper document is another option.

Who must give authors information about revenue: us or our partner?

Article 47¹ of the Copyright Act places the obligation on the author’s direct counterparty and, in a sublicensing chain, also extends it to downstream licensees. Allocating the cost of requests by contract does not remove a statutory duty. Check that each obligated party has access to the necessary revenue data.

Will a contractual penalty for breaching exclusivity work if the breach is only described generally?

A contractual penalty may secure only a nonmonetary obligation under Article 483 of the Civil Code, and a court may reduce a grossly excessive penalty under Article 484 § 2. If the breach definition does not allow the parties to calculate how many penalties apply, enforceability becomes uncertain. If the exclusive license was not validly established because the written-form requirement was not met, the penalty for breaching exclusivity loses its basis.