Most companies that have a problem with a B2B contract (umowa B2B) do not have a problem with the contract. They have a problem with Monday.
The contract says ‘provision of services’. Then Monday comes: daily stand-up at 9:00, Jira tasks assigned by the team lead, a company laptop, an email address on the company domain, a request for ‘holiday’ in the team calendar. At the end of the month, the same invoice as always, whatever happened.
A labour inspector looks at Monday. The Labour Code says it plainly: work done on employment terms is employment under an employment relationship, whatever the contract is called 1Art. 22 § 1¹1Kodeks pracy (Labour Code), Act of 26 June 1974, Art. 22 § 1, § 1¹ and § 1² (opens in a new tab). The definition of an employment relationship and the ban on replacing an employment contract with a civil-law contract.. Nor may an employment contract (umowa o pracę, often called etat) be replaced with a civil-law contract if the work looks like employment 1Art. 22 § 1².
Since July 2026 this assessment has sharper consequences, because the inspector can turn it into a decision. We described how that process works in the first article: When a labour inspector can reclassify B2B as employment. Here we deal with what the inspector looks for.
Where the list comes from
The 2026 act did not change the definition of an employment relationship and did not introduce any formal ‘entrepreneur test’ 22Ustawa z dnia 11 marca 2026 r. o zmianie ustawy o Państwowej Inspekcji Pracy oraz niektórych innych ustaw (Act of 11 March 2026 amending the National Labour Inspectorate Act and certain other acts), Dz.U. 2026 item 473 (opens in a new tab). Art. 33a(4) (the parties' intention) and Art. 14b (individual rulings of the Chief Labour Inspector) as inserted into the National Labour Inspectorate Act (ustawa o PIP).33CGO Legal, ‘Nowe uprawnienia PIP. Zmiana B2B na umowę o pracę’ (New powers of the PIP: converting B2B into an employment contract) (opens in a new tab). Warning signs (contractors on the org chart, records kept together with HR, ‘holiday’ and benefits) and examples of risky clauses.44KBIW, ‘PIP a umowy zlecenia, o dzieło i B2B: jak działać po 8 lipca 2026 r.’ (The PIP and mandate, specific-task and B2B contracts: how to act after 8 July 2026) (opens in a new tab). The weight of subordination, the criteria in Art. 5b of the Personal Income Tax Act (ustawa o PIT), manager training, Chief Labour Inspector rulings.. The criteria are the same as before: Art. 22 § 1 of the Labour Code and case law. Work is employment if someone performs it in person, for the employer and under the employer's direction, at a place and time the employer sets, for pay 1Art. 22 § 1.
That one definition gives five things you can check in practice. None of them decides the case on its own. What counts is the whole picture, and subordination carries the most weight 34. The more signs in one contract, the higher the risk.
For each sign we show a clause that raises the risk, and an alternative. One caveat before we get to them: changing a clause without changing the practice achieves nothing. The inspector will compare the contract with the calendar, emails and invoices. If the contract says something different from Monday, the contract loses.
1. Fixed hours and place
What the inspector sees: the contractor starts and finishes work during the team's hours, has to attend meetings, and works from the company's office or from a place the company has set.
The Contractor shall provide the services from Monday to Friday, 9:00 to 17:00, at the Client's registered office.
The Contractor shall determine the time and place of providing the services independently, subject to the delivery deadlines set out in the orders. The Parties may agree dates for meetings needed for the acceptance of work.
What has to match in practice: no working-time records for the contractor, no approving of ‘leaving early’ or ‘being late’. Meetings are about acceptance and agreeing things, not about attendance.
2. Instructions from a superior
What the inspector sees: the contractor has a superior who assigns tasks on an ongoing basis, assesses their work as an employee's, and decides how they should do the work. The contractor is on the org chart, has a job title and goes through periodic reviews.
This is the most important of the five signs. Subordination to direction is the core of an employment relationship 34.
The Contractor shall follow the instructions of the Head of IT and shall report to the Head of IT.
The Client shall specify the scope and expected result of the services in the order. The Contractor shall choose the methods and manner of performing them independently. The Client's contact person is [role], responsible for passing on orders and accepting work.
What has to match in practice: tasks come as orders with a scope and a deadline, not as day-to-day instructions. Managers know how managing an employee differs from working with a contractor. This is usually the hardest change, because it is not about the legal team but about every team lead 4.
3. Work performed only in person
What the inspector sees: only this one person can do the work. They cannot send anyone in their place or subcontract part of the work.
Case law treats the option of substitution as foreign to an employment relationship 55Infor.pl, ‘PIP może już zmieniać decyzją umowy cywilnoprawne w umowy o pracę’ (The PIP can now convert civil-law contracts into employment contracts by decision) (opens in a new tab). Supreme Court (Sąd Najwyższy) case law on substitution and lack of supervision, risk indicators for B2B.. An employee cannot send a colleague instead of themselves. A business can.
The Contractor undertakes to provide the services in person and may not entrust their performance to third parties.
The Contractor may entrust the performance of the services, or part of them, to third parties after notifying the Client in advance, and shall be liable for their acts as for its own. The Client may object only for justified reasons, in particular concerning confidentiality or qualifications.
What has to match in practice: the substitution clause cannot be a dead letter. If no one has ever used it and no one could, the inspector will notice.
4. Work only for the company, like an employee
What the inspector sees: the contractor has one client, works on company equipment, has a company email and an access card, went through the same onboarding as employees, uses the benefits and reports ‘holiday’ in the HR system. Contractors' documents are kept together with HR records 3.
One client does not, on its own, make it employment. Many businesses have one large customer. It is, however, a supporting sign: combined with the others, it strengthens the picture of an employee 5.
The Contractor may not provide services to other entities. The Contractor is entitled to 26 days of paid break from providing the services per year.
The Contractor may provide services to other entities, except for entities in direct competition with the Client in the area of [specified area], for the term of the contract. The Contractor uses its own work tools; the Client provides only access to the systems needed to carry out the orders.
‘Paid holiday’ in a B2B contract is one of the most common warning signs 3. Pay for time when no services are provided looks like a salary, not like payment for a service.
What has to match in practice: the contractor is not treated as an employee in the company's systems. They have a separate entry path, separate records and, if possible, their own equipment.
5. A fixed amount with no contractor risk
What the inspector sees: the same amount on the invoice every month, regardless of how much was done and what. If the work was poor, the company pays for it, not the contractor. The contractor has no business costs of their own.
An employee bears no business risk. A business does. The same criterion appears in tax law: an activity is not a business activity if the contractor bears no risk and liability towards third parties rests with the client 4Art. 5b(1) PIT Act.
For providing the services, the Contractor is entitled to a fixed monthly fee of [amount] net.
The fee for the services is set in the orders, for completed and accepted stages, at the rates in Annex 1. The Contractor is liable for defects in the services and bears the cost of remedying them.
What has to match in practice: invoices vary with the work done, there are acceptance reports, and the contractor fixes errors at their own cost. If you settle at an hourly rate, you need statements of work done, not a list of days worked.
How to count it
There is no threshold along the lines of ‘three signs means employment’. The inspector assesses the relationship as a whole, and the act says the parties' intention is to be taken into account only if it is not aimed at circumventing the law 2Art. 33a(4).
A practical rule of thumb looks like this:
- Zero or one sign. Usually fine. Make sure the practice does not drift.
- Two or three, including subordination. This contract needs a review. Change the way you work together or consider employment.
- Four or five. In practice, an employee with an invoice. Here timing matters, because the act gives one specific window for a voluntary move to employment.
This scale also means each contract has to be assessed separately. Fifty B2B contracts are fifty different Mondays.
If you are designing a new model of working together and want certainty, you can ask the Chief Labour Inspector (Główny Inspektor Pracy, GIP) for an individual ruling (interpretacja indywidualna). The Chief Labour Inspector has 30 days to issue it, and the ruling binds the inspectorate 2Art. 14b. Provided the practice looks the way you described it in the application 4.
What exactly the window until July 2027 gives you, and why ‘tidying up the contract’ is not always enough, is the subject of the third article: A year to sort out B2B.
The sample clauses are illustrative. They are not ready-made clauses and do not replace a lawyer's review of a specific contract. The law is stated as at 12 October 2026.