Deregulation Act and payment services

On January 1, 2020, the Act of July 31, 2019 amending certain acts to reduce regulatory burden, commonly referred to as the deregulation act, comes into force. Basically, it is designed to help entrepreneurs operate on the market. How payment services providers should feel about these changes?

At the outset, it should be noted that the deregulation act will not significantly affect the content of the act on payment services. Only its article 128 will change. Namely, from January 1, 2020, it is just the payment service office (in Polish: Biuro Usług Płatniczych, “BUP”), who, pursuant to the amended art. 128 of the act, will no longer be required to provide the Polish Financial Supervision Authority (PFSA) with information on the total value and number of payment transactions carried out, including by its agents on a quarterly basis, i.e. by the end of the first month of the following quarter regarding data for a given quarter. BUP will report the PFSA annually, by January 31 of the following calendar year, but the detail of the report will be extended. It will apply to particular months of the reporting year and not just a year.

This does not mean, however, that providers will not face other changes. The most important is the introduction to the Civil Code of the provision of art. 385⁵. This provision requires that art. 385¹-385³ of the Civil Code regarding prohibited clauses and assessing the compliance of the contract with good customs will also be applied with respect to a natural person concluding a contract directly related to his or her business, when the content of this contract indicates that he or she does not have a professional nature for him or her, resulting in particular from the subject of his or her business economic activity, made available under the provisions of the Central Register and Information on Economic Activity (CEIDG). In practice, this means that providers will have to review contracts concluded with business clients hitherto in terms of detecting possible prohibited clauses and taking into account the code requirements of contract compliance with good customs. This will certainly require a legal audit of B2B contracts, which may be subject to consumer protection under the new regulations. It all comes down to assessing whether the nature of the contract falls within the category of the user’s business activities disclosed in the public register of CEIDG. It is very likely that it will not.

Fortunately, the legislator gave the providers time to adapt the contractual patterns to the new requirements, because the amendment to the Civil Code covered by the deregulation act does not enter into force until June 1, 2020.