Last updated: 21.04.2026
How to terminate b2b contracts in Poland?
When contract negotiations take place and a legally binding agreement is concluded, the parties most often focus on contract terms, including rights, obligations and remuneration. However, it is equally crucial to consider provisions regarding termination already at this stage, as such a contract should regulate how cooperation may end. This helps reduce potential legal risks that may arise later in the process.
This article addresses the possible conditions and modes of terminating a business to business contracts in Poland.
What is a B2B contract?
A B2B contract (“business-to-business”) is a civil law contract governed by the provisions of the Civil Code. Consequently, it is not subject to the limitations arising from labour law regulations. Its key feature is that it is concluded between entities conducting business activity.
Business activity may take the form of a sole proprietorship, a partnership, or a capital company. There are no restrictions in this respect.
A B2B contract is based on the principle of freedom of contract, as provided for in Article 353¹ of the Civil Code. According to this principle:
“The parties entering into a contract may arrange their legal relationship at their discretion, provided that its content or purpose does not contradict the nature of the relationship, the law, or the principles of social coexistence.”
As a rule, the subject of a B2B contract is the provision of services. The scope of such services may be freely determined.
Termination of a B2B contract by mutual agreement
Any contract, including a B2B contract, may be terminated at any time by mutual agreement (mutual consent) of the parties. Importantly, this method is available even if it is not expressly provided for in the contract.
It is sufficient that both parties agree to terminate their cooperation in this form. In practice, the parties execute a written termination agreement specifying the detailed terms of termination. Such an agreement contract may be terminated upon signing such agreement or on a specified date indicated therein.
When terminating a contract by mutual agreement, it is important to consider potential limitations in pursuing claims for the period during which the contract was in force. This depends on the content and conditions of the agreement.
Termination of a B2B contract with notice
Another way to end cooperation under a B2B contract is by giving written notice to the other party. A notice of termination is a unilateral declaration of intent and does not require the consent of the other party.
In practice, contracts usually include provisions allowing each party to terminate the contract with a specified notice period. The contract then expires upon the lapse of that period.
Standard notice periods typically range from 1 to 3 months.
Termination of a B2B contract with immediate effect
In addition to termination with notice, B2B contracts often include a catalogue of situations in which the parties are entitled to terminate the contract with immediate effect, i.e. without observing a notice period.
These are usually cases where one party has grossly breached the terms of cooperation set out in the contract. Some grounds may be common to both parties, while others may be individually tailored.
Situations that may constitute grounds for immediate termination of the B2B contract include, for example:
- Loss of qualifications necessary to perform the contract,
- Breach of a non competition clause,
- Violation of personal data protection rules,
- Significant delay in the provision of services,
- Significant delay in payment,
- Persistent lack of cooperation by the other party, making the performance of the contract impossible or significantly hindered.
It is important to carefully analyse and identify key reasons that are likely to arise in a given business relationship and include them appropriately in the contract.
What If There Is No Written B2b Contract Or No Termination Clause?
If no written B2B contract has been concluded, or if the contract does not regulate termination, the provisions of the Civil Code apply, in particular Article 746.
According to this provision:
- 1. The principal may terminate the mandate at any time. However, they should reimburse the contractor for expenses incurred for the proper performance of the mandate; in the case of a paid mandate, they are obliged to pay a proportionate part of the remuneration corresponding to the activities performed, and if termination occurred without an important reason, they must also compensate for the damage.
- 2. The contractor may terminate the mandate at any time. However, if the mandate is paid and termination occurs without an important reason, the contractor is liable for damages.
- 3. The right to terminate the mandate for important reasons cannot be waived in advance.
Which B2B contracts cannot be terminated in Poland?
It should be noted that not all B2B contracts can be terminated. The rules described above apply primarily to contracts for the provision of services, which are the most common in practice.
For example, a contract for specific work (contract for work) may also take the form of a B2B agreement between entrepreneurs. Unlike a service contract (which is an obligation of due diligence), a contract for work is result-oriented.
In such contracts, the expected outcome is clearly defined. This type of contract may generally be withdrawn from (rescinded), but not terminated.
Termination of B2B contracts in the IT sector
The termination of B2B contracts in the IT sector is particularly important due to the specific nature of the cooperation and the types of projects involved. In practice, such contracts are often long-term, while still requiring a high degree of flexibility from both parties.
For this reason, parties commonly include detailed provisions governing the termination of cooperation already at the contract drafting stage. These typically address the length of the notice period, the circumstances justifying immediate termination, as well as liability rules, including potential contractual penalties.
This has significant practical implications, as sudden termination of the relationship may lead to serious consequences, such as project disruption, delays, or damage to the other party.
In the absence of relevant contractual provisions, the rules set out in the Civil Code apply. This means that, in principle, the contract may be terminated at any time, although in certain circumstances this may give rise to an obligation to compensate for damages.
In practice, it is generally accepted that immediate termination may be justified by so-called “good cause,” such as a material breach of the contract, improper performance of services, or a loss of trust supported by objective circumstances. At the same time, organisational or economic considerations alone will generally not constitute sufficient grounds for termination without legal consequences.
For this reason, particular attention should be paid to drafting contractual clauses that effectively protect the parties’ interests. This includes provisions on confidentiality, liability and contractual penalties, protection of intellectual property, as well as clauses addressing force majeure and hardship, allowing for renegotiation of the contract terms in exceptional circumstances.
B2B Contract Termination: Legal Risks and Considerations
Improper termination of a B2B contract may expose one or both parties to significant legal risks, including liability for damages, claims for lost profits, or disputes arising from unmet contractual obligations.
Before taking any action, it is advisable to carefully review the original contract and assess the applicable provisions. In more complex situations, it is recommended to seek legal advice from experienced legal counsel.
