Consultancy agreement in Poland: Template, Key Clauses and Local Law (2026)

How a consultancy is structured in Poland In Poland there is no single contract called a consultancy agreement. A business that wants to engage an independent consultant usually chooses between three civil law structures, and the choice drives the tax, social security and legal consequences. - Umowa zlecenie (mandate contract). Governed by Article 734 and following of the Civil Code (Kodeks cywilny), this is a contract of careful performance: the consultant undertakes to perform defined activities with due care, without promising a specific result. It is the common choice for ongoing advisory work.

• Umowa o dzielo (specific task contract). Governed by Article 627 and following, this is a contract of result: the consultant undertakes to deliver a defined work, such as a report, a design or a piece of software, and is paid for the finished result.
• B2B contract. Here the consultant runs a registered sole trader business (jednoosobowa dzialalnosc gospodarcza) and contracts company to company. This is the most flexible commercially and is widely used for IT and senior advisory work. Picking the right structure is the first and most important decision, because each one is taxed and treated differently, and the wrong choice can be reclassified. ## The minimum hourly rate and ZUS For a mandate contract (umowa zlecenie), Polish law sets a statutory minimum hourly rate. For 2026 the minimum is PLN 31.40 gross per hour (up from PLN 30.50 in 2025). The rate is checked hour by hour, the engaging party must not pay below it, and must keep records of the hours worked. A specific task contract (umowa o dzielo) and a B2B contract are outside the minimum hourly rate system. Social security (ZUS) treatment also differs. A specific task contract generally carries no ZUS contributions beyond a notification requirement. A mandate contract usually carries ZUS contributions, with the exact position depending on the consultant's other insurance titles. A B2B consultant pays their own ZUS as an entrepreneur. These differences are a large part of why the structures are chosen, and they belong in the commercial calculation before drafting. ## Reclassification risk Polish authorities have been tightening enforcement against arrangements that look like disguised employment. If a consultant works under an employer's direction, at a set place and time, as under Article 22 of the Labour Code, the relationship can be treated as employment regardless of the contract's name, with back payment of ZUS contributions, income tax, holiday pay and other entitlements. The National Labour Inspectorate (Panstwowa Inspekcja Pracy, PIP) is gaining stronger tools to challenge such arrangements. The protection is substance: a genuine consultant should control how the work is done, be free to work for others, and bear their own business risk. Do not copy employment features, such as fixed hours and close supervision, into a consultancy. ## Key clauses to include A sound Polish consultancy contract usually covers: 1. Type and parties. State which structure it is (zlecenie, dzielo or B2B) and identify the parties and the consultant's business registration where relevant.

2. Scope. For a mandate, the activities and standard of care; for a specific task, the defined result and acceptance criteria.
3. Term and termination. Duration and notice; note that a mandate contract can generally be terminated at any time for important reasons under the Civil Code, which the parties should address.
4. Fees. The fee, and for a mandate the compliance with the minimum hourly rate and hour records; invoicing and payment timing.
5. Intellectual property. Transfer of economic copyright, which under Polish copyright law must be in writing and specify the fields of exploitation (pola eksploatacji) to be effective.
6. Confidentiality. Protection of confidential information and trade secrets.
7. Data protection. GDPR compliance where personal data is processed.
8. Non compete. Any restraint, kept proportionate; a paid non compete is common in B2B arrangements.
9. Liability. Allocation of risk and any caps.
10. Governing law and jurisdiction. Polish law and the competent court or arbitration. ## A simple template outline A workable structure is: contract type and parties; subject and scope; term and termination; remuneration and the minimum rate where it applies; intellectual property transfer with fields of exploitation; confidentiality; data protection; non compete; liability; notices; governing law and jurisdiction; and signatures. Match the drafting to the structure you chose, because a mandate contract and a specific task contract have different default rules, and a B2B contract is a commercial agreement between two businesses. ## Intellectual property needs special care in Poland Polish copyright law is strict about transfers. An assignment of economic copyright, or an exclusive licence, must be in writing to be valid, and it must specify the fields of exploitation covered; a transfer cannot cover fields of exploitation that did not exist when the contract was signed. A loose IP clause can therefore fail, leaving the business without the rights it paid for. For a consultant producing software, content or designs, set out the transfer clearly, list the fields of exploitation, and deal with derivative works and the transfer of rights to authorise them. This is one of the areas where Polish law differs enough from other systems that a template imported from elsewhere often does not work. ## Choosing between the structures The practical choice usually comes down to cost, flexibility and risk. A specific task contract (umowa o dzielo) is attractive where there is a genuine one off result, because it avoids ZUS beyond notification, but the tax authorities scrutinise it and will not accept it for ongoing, open ended work that is really careful performance. A mandate contract (umowa zlecenie) fits recurring advisory work but carries ZUS and the minimum hourly rate, with record keeping obligations. A B2B contract is the most flexible and often the most tax efficient for the consultant, and it lets the parties agree commercial terms freely, but it is also the structure most exposed to reclassification if the consultant works like an employee. The honest test is the reality of the engagement, not the paperwork. Choosing the structure that matches how the work will actually be done, and then drafting to fit it, avoids the expensive surprise of a later reclassification by the authorities. ## Bringing the work into one place Step back and the work around a consultancy arrangement is always the same shape. Someone chooses the structure and drafts from a template, someone checks the minimum rate, the ZUS position and the IP transfer so nothing is lost, someone stores the signed version, and someone has to track the term and renewal. When that lives across email, folders and a spreadsheet, the risky clause gets missed and the version in force is never certain. The idea worth taking from this page is that drafting, understanding, editing, tracking and governing a contract can sit in one workspace tuned to how your company contracts. Adira is built around that single workspace idea for business contracts, with per clause risk visible and a built in activity history. Adira is India first today, so Poland specific depth is on its roadmap rather than settled, and for a Polish governed consultancy you would still confirm the local points, especially the structure choice, the IP transfer and reclassification risk, with Polish counsel and an accountant. ## This is general information This page is general information, not legal advice. Polish law changes and the tax, ZUS and reclassification rules turn on the detail, so confirm the specifics with a qualified Polish lawyer and accountant, and check the Civil Code and current minimum rate figures on official sources, before you sign.