B2B Contract in Poland: When a Relationship with an IT Specialist May Be Reclassified as Employment

The B2B model is widely used by Polish companies, including when working with developers, IT consultants, project managers, and other professionals. Instead of an employment agreement, the parties enter into a civil law or B2B contract, and the contractor provides services as an independent service provider.

However, the title of the agreement does not in itself determine the nature of the relationship. If the actual cooperation model has the characteristics of an employment relationship, the use of a B2B contract does not eliminate the risk of reclassification.

Following the expansion of the powers of the Polish Labour Inspectorate, this issue has gained additional practical significance. Companies can now request individual interpretations as to whether a specific cooperation model contains characteristics of an employment relationship. The first published positions of the GIP show which circumstances the authority considers most significant.

Of the eight cases reviewed, the GIP found no employment relationship in three and accepted the relevant cooperation models, while reaching the opposite conclusion in five. One of the positive cases directly concerns IT and shows that even elements such as time tracking, equipment provided by the client, and the involvement of a Project Manager do not necessarily turn a B2B relationship into employment. What matters is how the contractor’s work is actually organized.

The Main Criterion Is the Contractor’s Independence

One of the most important issues for the GIP is the degree of the contractor’s subordination to the client. The freedom to determine one’s own schedule does not automatically mean that the relationship qualifies as B2B.

In one of the models reviewed, the contractor could choose the days and hours of work, but once work began, the client determined the specific tasks for the day. The GIP regarded this as an indication of an employment relationship: formal freedom in scheduling did not compensate for the lack of independence in organizing the work itself.

It is therefore necessary to distinguish between control and supervision of the result. The client may monitor the status of the project, verify compliance with deadlines, assess quality, and check whether agreed results have been achieved. This alone does not create an employer-employee relationship. The risk increases when the client begins to determine on a daily basis not only what result must be achieved, but also exactly how the contractor must perform the work.

For IT companies, this distinction is particularly important. Setting requirements for product functionality, sprint deadlines, or quality standards is not the same as managing a specialist on a daily basis as an employee.

The Ability to Engage Another Contractor Must Be Genuine

Another important criterion is whether the contractor is required to perform the work exclusively in person.

In several cases reviewed by the GIP, the agreements formally allowed another contractor to be engaged. However, the authority analyzed not only the wording of the relevant provision but also whether it could actually be used in practice.

If the proposed subcontractor must first enter into a separate agreement directly with the client, the right of substitution stated in the main contract may be insufficient. Formally, there is an opportunity to delegate performance, but in practice the contractor remains personally obliged to perform the work.

In another case, by contrast, the genuine ability to delegate performance to a third party became one of the significant arguments supporting the absence of an employment relationship.

For a B2B contract, therefore, it is not enough simply to include a clause allowing the engagement of a subcontractor. The mechanism must correspond to the actual cooperation model and genuinely allow the contractor to organize the provision of services differently from an ordinary employee.

Who Bears the Risks Associated with Performing the Work

An employment relationship generally means that a significant part of the organizational and economic risks is borne by the employer. Under a B2B model, by contrast, an independent contractor should bear a certain degree of entrepreneurial risk.

In its first interpretations, the GIP considered several circumstances: who provides the necessary equipment, who bears the consequences of downtime, and whether remuneration is retained when there is no work to perform.

The fact that the client provides a laptop or other equipment may indicate an employment model, but this factor is not decisive. In the IT case, the GIP accepted the use of company equipment because it was related to information security requirements and similar requirements applied to external service providers.

Guaranteed remuneration regardless of whether work is actually available is assessed differently. In one of the cases reviewed, the contractor retained the right to 50% of the remuneration if an assignment was cancelled less than one hour before the agreed time. For the GIP, this supported the conclusion that the economic risk was effectively borne by the client.

The authority therefore looks not at an isolated contractual provision but at the overall allocation of risks: who bears the consequences of a lack of assignments, errors, downtime, and other circumstances arising during the performance of the work.

For IT, the Autonomy of Professional Work Matters

One particularly interesting conclusion from the first interpretations concerns the nature of the work itself.

Court practice uses the concept of autonomous performance: the client determines the task and the expected result, while the specialist independently decides how that result will be achieved. This approach corresponds well to the work of developers, consultants, and other qualified professionals.

Based on the first published interpretations, the GIP appears to distinguish between intellectual or creative work and simple physical work. In several cases, the authority did not consider autonomous performance a sufficient argument precisely because the nature of the activity did not actually leave the contractor significant independence in choosing how to perform the task.

For IT, this approach is particularly important. The more independently a specialist determines their working methods within agreed objectives, deadlines, and quality requirements, the stronger the argument in favor of the independent nature of the B2B relationship.

The Result of the Work Matters More Than the Process

Another notable criterion is what the relationship between the parties is actually based on: providing working time or achieving a specific result.

In interpretations concerning IT and sales, the GIP viewed positively models in which the relationship was focused specifically on results. For the IT contract, relevant factors included acceptance of completed work, liability for improper performance, and contractual consequences for missed deadlines.

This does not mean that every B2B contract must become a traditional contract focused on a single final result. Long-term projects, Agile models, and time and material arrangements are common in IT. What matters is that time tracking should not automatically become working-time control characteristic of an employment relationship.

In the IT case reviewed, time recording under the time and material model was used to calculate remuneration and issue invoices. The GIP did not regard it as monitoring compliance with working-time requirements.

The Work Schedule Matters, but Does Not Determine the Issue on Its Own

Strictly fixed working hours are a strong indication of an employment relationship. However, the absence of a fixed schedule does not by itself prove that the contractor is independent.

The GIP considers whether the contractor can independently communicate their availability and refuse work. A defined availability window may also be acceptable if it results from the nature of the services provided rather than being used as a substitute for a standard work schedule.

This was the approach adopted in the IT interpretation: the agreement provided for a time window from 6:00 to 22:00, reflecting the requirements of clients and the services provided. The existence of this time range alone was not considered sufficient to establish an employment relationship.

The place where services are provided is also relevant. The ability to work remotely or determine the place of work within a particular assignment supports the independence of the model, although, like other criteria, it is not assessed in isolation.

Which Factors Do Not Protect a B2B Model on Their Own

The first interpretations reveal another important trend: some arguments traditionally used by the parties to support a B2B model carry much less weight for the authority than the actual organization of the work.

In particular:

• the contractor’s own preference to work under a B2B model does not determine the legal classification of the relationship
• seasonality, organizational convenience, and economic reasons for choosing the model have limited significance
• irregular work may support the B2B nature of the relationship but is a relatively weak indicator
• the contractor’s exclusion from the company’s organizational structure is assessed together with other circumstances rather than as independent evidence

A statement in the agreement that the parties do not intend to create an employment relationship is therefore insufficient. During an inspection, the authorities will analyze how the cooperation is actually organized in practice.

What the GIP Considered Acceptable in an IT Contract

The most illustrative interpretation for technology businesses was GIP-GPP.50.6.2026.3, in which the authority found no employment relationship and accepted the relevant cooperation model.

The structure was based on a framework agreement and individual assignments. The contractor could refuse a particular assignment, while the company did not guarantee a permanent volume of work or continuity of cooperation. Coordinators defined project tasks, expected results, quality standards, and deadlines but did not impose a mandatory detailed method for performing them.

The circumstances consistent with an independent cooperation model included:

• task tracking in information systems was used for project management and documentation rather than employee supervision
• time tracking under the time and material model was necessary to calculate remuneration and issue invoices
• there was no payment merely for being available to work or for periods without assignments
• the results were subject to acceptance, and contractual liability applied to delays and improper performance
• subject to the agreed conditions, the contractor could delegate performance to a third party and was not prevented from working with other clients
• internal rules and employment rights applicable to the company’s employees did not apply to the contractor

Two elements of this model are particularly interesting: equipment provided by the client and the role of the Project Manager. At first glance, both may resemble the standard organization of an employment relationship, but the GIP assessed them in the context of the overall structure.

Why a Company Laptop Did Not Turn the Contractor into an Employee

Equipment provided by the client may traditionally be regarded as one indication that the company bears the economic and organizational risks. In the IT project, however, the GIP accepted the need to use the client’s equipment and software.

The reason was not the specialist’s convenience but information security, data protection, and internal standards that also applied to external service providers. The client’s communication specifically refers to ISO 9001, ISO/IEC 27001, RODO, and BHP requirements.

This is an important practical conclusion for IT companies. The mere fact that a contractor is provided with a corporate laptop does not determine the classification of the relationship. What matters much more is why the company provides the equipment and whether this is connected with objective project, security, and system-access requirements.

Can a Project Manager Assign Tasks to a B2B Contractor

The GIP’s position on the role of the Project Manager is equally noteworthy. In the model reviewed, the PM allocated project tasks, established the schedule for project stages, held project meetings, monitored progress and quality, and interacted with the Product Owner on the company’s side.

Despite this, the authority did not find a sufficient degree of employment-related subordination. Three limitations were particularly important.

First, the Project Manager did not exercise the powers of an employer: the PM did not enter into or terminate agreements with contractors, determine their remuneration, or grant leave. Second, the PM’s instructions related to project tasks and remained within the agreed scope of the project.

Finally, the PM worked within a defined project methodology, such as Agile, Scrum, PRINCE2, SAFe, or a hybrid model. The contractor retained independence in organizing how the services were provided within the project’s objectives, quality requirements, and established milestones.

The presence of a Project Manager, sprints, meetings, and task allocation therefore does not in itself amount to employment-related management. The key question remains whether the PM manages the project and its results or directly manages the individual’s work as an employee.

What Should an IT Company Review in Its B2B Model

The first GIP interpretations show that there is no single factor that automatically turns a B2B contract into an employment relationship or, conversely, guarantees its independent nature. The authority assesses the circumstances as a whole and, most importantly, the actual cooperation model.

For an IT company, it is therefore not enough to prepare a B2B contract template once. The company should verify whether the actual work of its teams corresponds to the agreement: who assigns tasks, how closely the PM manages contractors, how time is recorded, whether periods without work are paid, whether a contractor can refuse a project or engage another specialist, how equipment is provided, and whether internal employment rules apply to contractors.

Interpretation GIP-GPP.50.6.2026.3 is particularly illustrative. It shows that a mature project infrastructure — task trackers, time and material arrangements, corporate equipment, a Project Manager, quality standards, and regular meetings — is compatible with a B2B model. The risk does not arise from the existence of these tools themselves, but when they effectively conceal an organization of work characteristic of an employer-employee relationship.

For companies that regularly work with Polish B2B contractors, this is a good time to review not only their agreements but also the actual processes used to interact with their teams. With individual interpretations now available, such a review can take into account the GIP’s first published approaches.