A client contract should answer a few simple questions: who delivers what and when, how much it costs, how acceptance works, and what happens if the project changes or ends early. Missing terms tend to surface only when the two sides interpret the deal differently.
This checklist is designed for contracts governed by Polish law. It can help you prepare for a conversation and spot gaps in a template, but it is not legal advice. Have a lawyer review high-value work, unusual payment models, and consumer contracts.
What must be included in a client contract?
At minimum, identify the parties, scope, client responsibilities, deadlines, fees, acceptance process, change procedure, and termination rules. Creative work also requires copyright terms. Access to data or systems may call for confidentiality, data protection, and security provisions.
There is no single template for every service. A brand identity, an advertising retainer, and a website implementation need different details. The document should match how the project will actually run.
How should you define project scope?
The scope should let both sides verify whether the work is complete. Instead of “build a website,” list the number and type of views, languages, forms, integrations, content migration, and materials supplied by the client.
List exclusions too. For example, the price may exclude copy, photography, hosting, and integrations not named in an appendix. This marks the boundary between the agreed service and a new order.
- List each deliverable and its handover format.
- Say who supplies content, access credentials, and approvals.
- Explain how late client materials affect the schedule.
- Define how out-of-scope work receives a new quote.
How should deadlines and acceptance work?
A final date alone is not enough. Separate the supplier's deadlines from the client's dates for materials, feedback, testing, and approval. A delay by one party should not automatically become the other party's delay.
Define acceptance: a signed report, an email approval, or closure of a defect list. Set a review period and a process for defects. Do not add automatic acceptance after a few days without checking whether it fits the contract type and the client relationship.
How should you set fees and upfront payments?
State whether the amount is net or gross, the applicable VAT treatment, payment dates, and the event that triggers each invoice. For longer work, milestone payments can reduce the amount left until the end.
Under Polish law, an advance payment (zaliczka) and earnest money (zadatek) are not interchangeable. They produce different consequences if the contract is not performed. Name the payment correctly and state how it is settled or refunded after either party withdraws. There is no universally safe upfront percentage.
How do you prevent endless revisions?
State the number of revision rounds, the feedback deadline, and who can approve work for the client. One round should mean one consolidated list, not an unlimited stream of messages from several people.
Separate revisions from scope changes. Adjusting a button colour may be a revision; adding another language is a new order. Define how the sides approve its price and schedule impact.
What should the contract say about copyright?
“Rights transfer after payment” is not precise enough. Decide whether the client receives a licence or an assignment of economic copyright, for which elements, and in which fields of exploitation. Address third-party fonts, stock assets, plugins, and open-source code separately.
Under Polish law, an assignment of economic copyright must be in writing. An electronic document meets this requirement when signed with a qualified electronic signature; an ordinary email exchange does not. The parties may make full payment a condition of assignment, but the clause must fit the rest of the agreement and expressly identify the fields of exploitation.
Should you include contractual penalties?
A contractual penalty is not a universal remedy for every unpaid invoice. The Polish Civil Code allows it for non-performance or improper performance of a non-monetary obligation, such as a confidentiality breach. Late payment is handled through other mechanisms, including interest.
If you use a penalty, identify the breach, calculation method, and liability cap. Overly broad clauses can make negotiations harder. The agreement should also cover liability, defect reporting, and a reasonable cure process.
What happens if the project ends early?
Cover notice or withdrawal, payment for completed work, return of materials and credentials, and the client's right to use completed elements. “Either party may cancel” says nothing about money or deliverables.
Also define the form required for amendments and notices. If the agreement requires a particular form, later changes may need to follow it. Do not leave important variations only in a phone call.
Frequently asked questions
Does every Polish contract require a handwritten signature?
No. Many agreements can use documentary form, including messages that identify their author. There are exceptions: an assignment of economic copyright requires written form to be valid.
Is an accepted proposal enough?
It may form part of the agreement if it clearly states the terms and is validly accepted. Check whether the contract type or a particular clause requires a special form.
Can we amend the contract by email?
It depends on statutory requirements and the contract itself. As a rule, the Polish Civil Code requires an amendment to follow the form prescribed by law or chosen by the parties for making the agreement.
Does a contract guarantee payment?
No. It narrows the room for disagreement and records obligations, but it cannot remove insolvency or enforcement risk.
When should a lawyer review it?
When the value or liability is significant, third-party intellectual property is involved, the client is a consumer, or the template will be reused for years.
A short pre-signing checklist
- Are the parties and their authorised representatives correctly identified?
- Are scope, exclusions, client inputs, and acceptance criteria measurable?
- Are fees, taxes, milestones, and payment dates unambiguous?
- Is there a clear process for revisions and additional work?
- Are copyright, third-party licences, and the time of rights transfer covered?
- Does the contract explain how to amend and end it and settle completed work?
Use one final test: someone who did not join the negotiations should understand the project after reading the contract. If they have to guess, fix the wording before signing, not halfway through a dispute.
Further reading in Polish: the Polish Civil Code and PARP's guide to economic copyright assignment. Law stated as of August 2026.