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Contracts and work in Poland
What is a B2B contract in Poland
A B2B contract is an agreement between two businesses. We explain who the parties are, what the contractor is responsible for, the taxes involved, and whether you can work B2B without your own firm.
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A B2B contract is an agreement in which two sides work as businesses: one provides a service, the other orders it and pays against an invoice (faktura). It is not an employment contract – the contractor has no employer, and the scope, deadlines and payment are set by the parties in the contract itself.
To work B2B under your own name, you need a registered business. In Poland that is usually a JDG (jednoosobowa działalność gospodarcza, a sole proprietorship) or a sp. z o.o. (a limited liability company). A separate option that works on a different principle is a business incubator: you operate under its legal entity and don’t register your own firm. This is how WeExpert works.
Working B2B and don’t want to open a firm?
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Book a consultationWho the parties to a B2B contract are
A B2B contract has two sides, and both act as a business. On one side is the contractor: a freelancer, IT specialist, consultant or subcontractor working for themselves. On the other is the client: a company or another business owner paying for the result.
The relationship runs on the terms of the contract itself: scope, deadlines, payment and liability are written into it. The more specific those terms are, the clearer it is to both sides what is delivered and on what conditions.
How a B2B contract differs from an employment contract
An employment contract (umowa o pracę) gives you protection under the Labour Code: paid leave, sick leave, limits on termination. A B2B contract does not provide that by default, but it usually leaves more take-home pay and more freedom in how and for whom you work. These are two different models, and the choice depends on income, how steady your work is, and your willingness to handle your own accounting.
What the contractor is responsible for on B2B
Working B2B, you deal with the client as a separate business. A few duties stay on your side:
- issue an invoice (faktura) for the work done;
- pay income tax (PIT) on your income;
- pay social contributions (ZUS);
- register for VAT once turnover passes the set threshold;
- answer to the client for quality and deadlines.
Through a business incubator, an operator takes on part of this: the incubator prepares the contract, invoice and settlement, while you work with the client and receive your payout. This is how WeExpert works.
What a B2B contract usually covers
A B2B contract is not a ready template from a statute – it is an agreement the parties draw up themselves under the Civil Code (Kodeks cywilny). What goes into it decides payment, liability and rights to the result. A contract usually sets out:
- the subject: which services you provide and what counts as delivered work;
- payment terms: amount, currency, when the invoice is issued and how soon the client pays;
- rights to the result: who owns the code, design or text after payment;
- liability: what the contractor is responsible for and whether liability is capped;
- term and termination: how long the contract runs and how to end it;
- confidentiality: an NDA clause if the client handles sensitive data.
The more precise these points are, the fewer disputes at settlement and handover. Verbal understandings offer almost no protection in a B2B model – the wording of the contract is what counts.
How payment works on B2B
Payment on B2B works differently from a salary. You don’t get money by default at the end of the month – payment is tied to the invoice. The usual flow: you do the work, the parties sign an acceptance protocol if needed, then you issue the invoice (faktura), and the client pays within the term set in the contract.
The payment term is agreed in advance and written into the contract – anywhere from a few days to a month or more. If you work with a client abroad, it’s worth fixing the currency and conversion rules in the contract.
In practice it looks like this. A designer agrees with a studio on monthly work under a B2B contract. The contract sets the scope, the rate, the rights to the designs after payment, and the settlement term. Each month the designer delivers the work, issues an invoice and gets paid against it. If they work through a business incubator, the incubator handles the invoice and settlement, and only the client work stays on their side. If they have their own JDG, they handle the invoice, taxes and contributions themselves or with an accountant.
Do you need your own firm to work B2B
To sign a B2B contract the traditional way, you need a registered business – most often a JDG. Registering and running the accounting for a JDG is a separate job, and not everyone needs it from the first client.
The alternative is to work B2B through a business incubator. The incubator provides the legal and accounting shell: you receive income from clients but don’t open or run your own JDG. Whether that format fits depends on income, how regular the work is, and your willingness to keep the books. If you’ve already decided to work B2B without registering a JDG, WeExpert arranges it: the incubator takes on the contract, invoice and settlement.
Taxes on a B2B contract: the basics
On B2B you pay the taxes yourself, not an employer. Income can be taxed under one of several forms – ryczałt (tax on revenue), podatek liniowy (a flat tax) or skala podatkowa (a progressive scale). Which one is better depends on the type of activity, the income and the costs.
On top of tax there are ZUS contributions, and VAT past a certain turnover. The take-home amount depends on the chosen form and any available reliefs.
The exact payout is easier to work out on your own numbers – plug your income into the income calculator. You can request an individual calculation during a consultation.
Risks of a B2B contract and what to watch
The B2B model has its risks, and it’s better to know them upfront. The main one in Poland is the risk of the arrangement being treated as disguised employment (fikcyjne samozatrudnienie). If in practice you work like a staff employee – fixed hours, one client, under their direct control – the tax office may treat that B2B as a replacement for an employment contract, with all that follows.
There is a financial risk too. B2B has no guaranteed salary: if the client is late with payment, your income is late as well. Clear payment terms and a set procedure for late payment remove part of that problem. Liability is worth watching separately – you answer for the result yourself, so it’s better to spell out its limits in the contract.
Parties, duties and taxes at a glance
| Aspect | What it means |
|---|---|
| Parties | A contractor-business and a client (a company or another business owner) |
| Basis | A civil-law contract (Kodeks cywilny), not employment |
| Payment document | An invoice (faktura) issued by the contractor |
| Income tax | PIT is paid by the contractor; form – ryczałt, liniowy or skala |
| Contributions | ZUS on the contractor’s side (or the incubator’s, when working through one) |
| VAT | Once turnover passes the set threshold |
| Labour Code protection | None by default; terms are set in the contract |
| Working without your own JDG | Possible through a business incubator |
When a B2B contract fits and when it doesn't
The B2B model usually fits if you have steady work, above-average income, and you’re ready to handle the accounting yourself or hand it to an incubator. It fits worse if you want the guarantees of an employment contract – a fixed salary, paid leave and protection against dismissal.
A separate case is a one-off payment for a single service with no ongoing work. For a single invoice without your own firm, the group has a simpler option – the PayDone service. A full B2B contract makes sense once the work with a client becomes regular.
A short glossary
A few Polish terms that come up around B2B:
- umowa B2B – a contract between two businesses, business to business.
- JDG (jednoosobowa działalność gospodarcza) – a sole proprietorship, an individual’s own business.
- faktura – the invoice the contractor issues to the client.
- PIT – the income tax the contractor pays on their income.
- ZUS – Poland’s social-contributions system and authority.
- VAT – value-added tax, applied once turnover passes the threshold.
- Kodeks cywilny – the Civil Code, the basis for a B2B contract.
- Kodeks pracy – the Labour Code, which governs employment contracts, not B2B.
Putting it together
A B2B contract is two sides working as businesses: the contractor issues an invoice and answers for taxes and for the result, while the contract – not the Labour Code – sets the terms. You can work B2B with your own firm (a JDG or sp. z o.o.) or through a business incubator that takes on the contract, invoice and settlement. If the work with a client is regular and opening a firm isn’t on the table yet, the incubator model is usually the practical option.
Frequently asked questions
What is a B2B contract in simple terms?
It’s an agreement between two businesses – a contractor and a client. You work as a separate party: you issue an invoice and pay your own taxes, rather than receiving a salary as an employee.
What does a B2B contract cover?
The subject of the services, the amount and payment terms, rights to the result, the parties’ liability, the term and how to end it. The more specific these points are, the fewer disputes at settlement.
Can you work B2B without your own firm?
Yes. Besides registering a JDG, you can work through a business incubator: it prepares the contract and invoice, and you receive income without opening your own business.
What taxes apply to a B2B contract?
The contractor pays income tax (PIT) and ZUS contributions themselves, plus VAT past the threshold. The tax form (ryczałt, liniowy or skala) is chosen to fit the activity and income.
What does the contractor risk on B2B?
The main risk is the arrangement being treated as disguised employment if B2B effectively replaces a job. There’s also the risk of late payment, so payment terms and procedure are worth fixing in the contract.
Is a B2B contract the same as an employment contract?
No. An employment contract (umowa o pracę) gives protection under the Labour Code. B2B is a relationship between two businesses without that protection by default, but with more freedom and usually more take-home pay.
Talk to WeExpert about working B2B
WeExpert takes on the contract, invoice and settlement in a business-incubator model: you work with the client on B2B and get paid without opening your own JDG.
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