Poland is recognised as one of the key European locations for IT and technology outsourcing. The country has developed a strong reputation for delivering high-quality services supported by a skilled workforce, robust infrastructure, and a favourable business environment. The outsourcing market in Poland is well-established and highly competitive, shaped by both domestic champions and global technology companies operating locally.

The landscape includes a diverse mix of providers offering a broad range of outsourcing solutions, from software development and IT infrastructure support to business process outsourcing and cloud services. Among the most prominent Polish companies in the sector are Comarch, Asseco, Also Polska, NTT System, Techland, and Integrated Solutions. These firms serve clients across different industries, offering tailored technology solutions and ongoing service support.

Poland also hosts operations of major international tech players, which have become an integral part of the outsourcing ecosystem. Companies such as Samsung Electronics Polska, Lenovo Technology Poland, Dell Technologies, IBM, Microsoft, Oracle Polska, Amazon Web Services, and Google Cloud Poland operate in the country, providing services both to local clients and to broader regional markets.

In terms of sectoral demand, the highest uptake of outsourcing services is observed in the retail sector. This industry relies heavily on IT support for logistics, e-commerce, sales management, and customer experience platforms. Banking and financial services are also major users of outsourced IT solutions, particularly in areas such as digital infrastructure, security, and automation.

Public administration represents another significant client group, investing in digital transformation and process optimisation. Industry and construction sectors continue to expand their use of IT outsourcing to support production, project management, and system integration. Additionally, there is growing demand from the education, science, and media sectors, which are increasingly investing in digital tools and platforms to support their operations.

Cloud computing has become a major component of the outsourcing market in Poland. The most widely adopted solutions are Software-as-a-Service offerings, followed by Platform-as-a-Service and Infrastructure-as-a-Service. These services are used across sectors to support scalability, flexibility, and access to advanced technological capabilities without the need for in-house infrastructure.

Overall, Poland’s outsourcing market is robust and continues to evolve. It benefits from a strong mix of local expertise and international investment, with demand driven by key sectors such as retail, banking, public administration, and industry. The growing role of cloud services further accelerates transformation across the economy, reinforcing Poland’s position as a strategic outsourcing destination in Europe.

The current attitude of the Polish government and regulators toward the use of outsourcing is overwhelmingly positive, with a strategic and long-term commitment to fostering this sector as a pillar of the national economy. This favorable stance is reflected not only in the policies enacted by public authorities but also in the tone and direction of government communication, investments, and strategic partnerships. Poland has emerged as a leading hub for IT outsourcing and business services in Europe, and this has not occurred by accident; rather, it is the result of a consistent, multi-level approach by policymakers to encourage, support, and promote the sector.

To strengthen the outsourcing sector, authorities have implemented a wide array of policy tools, including generous tax incentives, R&D-based relief schemes, and preferential treatment in special economic zones. These measures are designed to attract both local entrepreneurs and international corporations seeking to invest in Poland’s growing service economy. Agencies like the Polish Investment and Trade Agency provide dedicated support to businesses entering the market, offering guidance on legal frameworks, labour issues, and infrastructure opportunities.

Strategic cooperation with global tech leaders such as Google, Microsoft, and Intel has significantly bolstered Poland’s technological capacity. These alliances contribute to the modernization of digital infrastructure, enhance national cybersecurity measures, and foster the exchange of knowledge and advanced technologies. They also serve as a strong signal of international confidence in Poland’s ability to host high-tech, high-value operations.

The government strongly emphasizes the development of a highly skilled workforce. Through ongoing investment in STEM education, vocational training, and public-private training initiatives, Poland ensures a continuous pipeline of professionals trained in areas like artificial intelligence, cloud computing, software engineering, and cybersecurity. These initiatives are often implemented in cooperation with industry leaders and are aimed at strengthening the human capital that supports the outsourcing ecosystem.

Polish legislation is aligned with EU standards, particularly in domains such as data protection, privacy, and intellectual property rights. This alignment ensures a high level of legal predictability and compliance for foreign businesses outsourcing to or operating in Poland, helping build trust and long-term relationships.

Infrastructural development has also been prioritized. Nationwide improvements in broadband connectivity, smart city initiatives, and access to modern office facilities are actively supported by public investment. These projects not only foster favorable conditions for outsourcing providers but also contribute to better living and working environments in key urban centers.

Outsourcing has become a recurring theme in national economic planning and political communication. Policymakers often underscore the role of this sector in promoting innovation, boosting regional economies, and creating high-quality jobs. Outsourcing is seen not just as a tactic for cost optimization but as a strategic driver of value creation and international competitiveness.

Yes, outsourcing by public sector or government bodies in Poland is subject to specific procurement-related laws and regulations, which significantly differ from the general contractual regime that most private IT companies are used to.

While private-sector contracts are primarily governed by general civil law, intellectual property law, and data protection regulations such as the GDPR, public sector procurement is regulated by the Public Procurement Law (Prawo zamówień publicznych). This legal framework aims to ensure fair competition among contractors and introduces formalized procedures that limit the contracting authority’s flexibility in negotiations.

A key document in the public procurement process is the Terms of Reference (Specyfikacja Warunków Zamówienia, SWZ), which defines both the substantive and formal requirements that contractors must meet. This document is central to nearly all procurement procedures (excluding single-source procurement) and must be carefully analyzed by potential bidders to assess whether it is worthwhile to participate in the tender.

In addition to binding legislation, soft law instruments also play an important role. For example, the President of the Public Procurement Office has issued recommendations on public procurement of IT systems (Volumes I and II). These guidelines include a checklist of strategic questions that a public authority should consider before initiating an IT procurement process. Based on this checklist, the recommendations offer practical and concise guidance that helps public entities plan and conduct outsourcing projects related to IT systems effectively and in compliance with the law.

Unlike public-sector entities, private companies in Poland are not subject to the Public Procurement Law when outsourcing services. They are free to select providers and negotiate terms without the formal tender procedures that government agencies must follow. However, general civil law duties (good faith in negotiations, prohibitions on fraud or abuse, etc.) still apply. Commercial parties also must adhere to laws of general application (e.g. competition/antitrust law, if applicable, and regulations discussed in the other section of this guidelines) even as they enjoy freedom of contract.

In Poland, there is no single, comprehensive piece of legislation dedicated exclusively to outsourcing. However, outsourcing arrangements—particularly in the private sector—are subject to a number of general laws and, in certain cases, industry-specific regulations. These form the legal foundation for structuring and managing outsourcing relationships.

First and foremost, the Polish Civil Code provides the primary legal framework applicable to outsourcing agreements. Parties to such agreements are generally free to negotiate the terms of their cooperation, based on the principle of freedom of contract. There are no special procedural or registration requirements for private outsourcing contracts, unless other laws impose them due to the type of services involved.

In addition, intellectual property law plays a critical role in outsourcing relationships, particularly when the outsourced services involve the creation or development of software, databases, or other intangible assets. Under the Polish Copyright and Related Rights Act, economic rights to works—such as source code or software documentation—must be transferred in writing. Furthermore, the contract must clearly specify the fields of exploitation (i.e., methods of use) for the transfer to be valid and effective. A failure to comply with these formal requirements may result in the invalidity of the IP transfer.

Outsourcing arrangements that involve the processing of personal data are subject to the General Data Protection Regulation and its Polish implementing legislation, the Personal Data Protection Act of 2018. In such cases, a written data processing agreement (DPA) is mandatory, and the outsourcing provider (as a processor) must provide sufficient guarantees regarding its ability to implement appropriate technical and organizational measures to ensure data security. The client (as controller) remains ultimately responsible for ensuring GDPR compliance, including oversight of any subcontractors engaged by the service provider.

Moreover, Polish law protects confidential business information under the Act on Combating Unfair Competition. If a company discloses trade secrets to an outsourcing partner, those secrets are legally protected, provided that the company takes reasonable steps to maintain their confidentiality—such as through contractual non-disclosure provisions.

While the aforementioned general legal frameworks apply broadly, sector-specific regulations may impose additional obligations on outsourcing arrangements in regulated industries.

Yes, in Poland, while there is no uniform outsourcing law applicable across all sectors, certain industries are subject to specific legal and regulatory regimes that directly affect the structure, content, and oversight of outsourcing arrangements. These sector-specific frameworks impose obligations on entities operating in areas deemed sensitive or critical to public interest, such as financial services, insurance, healthcare, telecommunications, and critical infrastructure. As a result, entities within these sectors must comply not only with general contract, data protection, and intellectual property laws, but also with a variety of additional requirements set out in special statutes, regulatory guidelines, and supervisory practices.

The financial services sector, encompassing banking, investment, and payment services, is among the most heavily regulated in Poland when it comes to outsourcing. Institutions operating within this domain are subject to detailed statutory requirements and regulatory expectations established by the Polish Financial Supervision Authority (KNF). The Polish Banking Law, the Act on Payment Services, relevant EU regulations, and the EBA Guidelines on Outsourcing Arrangements, provide the legal framework governing the outsourcing of banking and financial operations. A fundamental distinction exists between outsourcing functions that are considered critical or important to the institution’s operations and those that are not.

In addition, under the Digital Operational Resilience Act (DORA), which has been applicable since January 2025, the European Union introduced a harmonized legal framework for managing ICT risk in the financial sector. DORA applies directly to financial institutions and their critical ICT third-party service providers, imposing binding obligations concerning risk management, incident reporting, operational resilience testing, and contractual transparency. It also establishes a framework for the direct supervision of certain ICT service providers deemed critical to the stability and integrity of the financial system. As a result, outsourcing arrangements involving such providers are now subject to more stringent and centralized regulatory oversight, both at the national and EU levels.

The insurance sector in Poland is similarly governed by a specific regime that imposes conditions on outsourcing arrangements. Insurance companies are supervised by the KNF and must comply with the provisions of the Insurance and Reinsurance Activity Act, as well as relevant EU regulations. These frameworks recognize the right of insurers to outsource IT operations, provided that such outsourcing does not undermine the firm’s ability to meet its regulatory responsibilities or endanger policyholder interests. Supervisory expectations require insurers to maintain adequate oversight over all outsourced functions and to be able to demonstrate to the KNF that they retain full responsibility for regulatory compliance.

In the telecommunications sector, specific outsourcing obligations arise from the Telecommunications Law, which imposes duties related to the confidentiality of communications, the protection of subscriber data, and cooperation with law enforcement and regulatory authorities. Telecommunications operators are permitted to outsource functions such as technical support or network maintenance; however, they remain responsible for compliance with statutory obligations, including the obligation to ensure that the secrecy of communications and user data is preserved. The outsourcing of functions that entail access to communications metadata, location data, or content must be carefully managed to prevent unauthorized disclosure or interception.

Entities operating critical infrastructure—such as in energy, transport, water, or digital services—are subject to the Act on the National Cybersecurity System, which requires them to implement cybersecurity measures and report serious incidents. When outsourcing IT operations or monitoring, they must ensure compliance with legal obligations and maintain responsibility for regulatory adherence. Contracts with service providers should cover risk management, access controls, data protection, and incident response. With the transposition of the NIS2 Directive, more entities, including medium-sized businesses in digital and healthcare sectors, will face stricter requirements concerning supply chain security and third-party oversight, prompting a reassessment of existing outsourcing arrangements.

Depending on the nature and scope of an outsourcing arrangement, it may be subject to notification or approval under merger control regulations. If the outsourcing transaction results in the permanent transfer of control over all or part of a business to another entity—for example, through the delegation of significant business functions, infrastructure, or personnel—it may be treated as a concentration within the meaning of competition law. In such cases, where relevant turnover thresholds are met, the transaction may require prior notification to a competition authority, such as the European Commission or the national competition authority—in Poland, the Office of Competition and Consumer Protection (UOKiK). In practice, not every outsourcing agreement triggers such obligations; the decisive factor is whether there is a genuine transfer of economic control resulting from the arrangement.

The terms of outsourcing agreements may be subject to restrictions under competition law, particularly where they have the potential to distort competition in the relevant market. This is especially relevant in relation to provisions such as exclusivity clauses, territorial restrictions, non-solicitation of employees, or limitations concerning pricing or suppliers. Where such contractual terms are intended to, or effectively result in, the restriction of competition—for instance, by preventing cooperation with competing entities or creating barriers to market entry—they may be considered a violation of Article 101 of the Treaty on the Functioning of the European Union (TFEU) or its national equivalents, such as Article 6 of the Polish Act on Competition and Consumer Protection. As a result, the conditions of outsourcing arrangements should be drafted in a transparent and proportionate manner, taking into account the legitimate objectives of the cooperation and the actual business needs, in order to mitigate the risk of legal non-compliance.

Among the non-registered intellectual property rights and similar categories of rights, we can point to:

• copyright,
• trade secrets,
• know-how,
• personal rights.

Among registrable intellectual property rights, on the other hand, we can indicate:

• trademarks,
• patents,
• industrial designs.

Among the non-registrable IP rights that are created in the course of an outsourcing arrangement, copyright should be pointed out, which is mainly regulated by the Law on Copyright and Related Rights. In Polish law, copyright protection does not depend on the registration of a given creation. However, this does not mean that certain categories of works cannot be registered as trademarks or industrial designs if they meet the requirements specific for such categories of rights. The subject of copyright is any manifestation of creative activity of an individual character, established in any form, regardless of value, purpose and manner of expression. Thus, even an unfinished work, e.g. a beta version of an application, automatically becomes a work as soon as it is performed. Subsequently, in an appropriate proceeding, it is up to a court or other authorized body to decide whether the prerequisites of a copyrighted work have been met for a given creation. Works that may be created in the process described above include software, graphic works, documentation or marketing materials.

In an IT outsourcing contract, it is very important to include provisions for the transfer of copyright or the granting of a license, bearing in mind that copyright originally belongs to the person who performed the work. In the absence of appropriate provisions, copyright would remain in the ownership of individuals – programmers responsible for creating software or authors of other works. These individuals should have employment contracts or civil law agreements with the outsourcing company, which stipulate the transfer of copyrights by such individuals to that entity. Equally important is also the conclusion of an agreement between the client and the outsourcing company. It depends on the will of the parties to the contract whether the copyright will remain with the outsourcing company, with simultaneous licensing or will be transferred to the client.

Copyright is divided into property rights and moral rights. Property copyrights relate to the ability to exploit works to a certain extent, e.g. by copying them or distributing them, e.g. by broadcasting or making the work available to the public in such a way that everyone can access it at a place and time of their choosing. Property copyrights are thus related to the economic exploitation of a work, which, by definition, can generate income for the creators or those who have acquired the copyright from the creator. Property copyrights may be transferred to others in various fields of exploitation, where each field of exploitation may be owned by a different legal entity or by a natural person. Moral copyrights concern the author’s relationship with his or her work, for example, in terms of authorship of the work or to mark the work with his or her name or pseudonym or to make it available anonymously. Moral rights are non-transferable, so they will remain with the individuals responsible for the creation of the work, so in the case of IT outsourcing mainly with the programmers working on a particular computer program.  However, according to the prevailing interpretation, such individuals may, including for compensation, undertake not to exercise their moral rights or authorize another entity to exercise such rights. Polish law also provides for personal rights as a separate category of rights in the Civil Code. These include such categories as health, freedom, honor, freedom of conscience, name or nickname, image, and secrecy of correspondence. In the context of outsourcing contracts, such issues may also arise at the margin. For example, contractual provisions may regulate the use of images of individuals in the client’s information systems.

In copyright law there is also a category of dependent rights. A dependent work is a work that is a development of another’s work, in particular a translation, alteration, adaptation. Dependent rights are therefore the rights of the creator of the original work, who has the right to authorize the disposal and use of the development of the work. In IT projects, we will often see a distinction between standard software and dedicated software, i.e. software developed to the order of a specific client. The latter may be considered dependent on the former. Similarly, it may be the case when the outsourcing company will overbuild already existing software owned by the client.

In Polish law, trade secrets, know-how or personal rights are not treated strictly as intellectual property rights, but they can be included in the broader category of rights in intangible assets, and they certainly have important meanings in the context of IT outsourcing contracts.

Bearing in mind that the IT systems maintained or provided by the outsourcer may serve the client in virtually every business process in its organization, the outsourcing company may come into contact with many of the client’s business secrets, not only technical or technological, but also information or other secrets of economic value. First and foremost, each party should mark its business secrets as such and make efforts to keep them confidential.

Confidential information will be protected to the extent that it is agreed by the parties to the outsourcing agreement. The parties may consider as confidential equally the course of negotiations, information provided during cooperation or information shared or stored in the outsourced information system regardless of whether it will be protected as a business secret by generally applicable laws.

A business secret is understood to be technical, technological, organizational information of an enterprise or other information of economic value which, as a whole or in a particular compilation and collection of its elements, is not generally known to persons normally dealing with this type of information or is not readily available to such persons, provided that the person entitled to use or dispose of the information has taken, with due diligence, measures to keep it confidential.

Confidential business information, such as proprietary algorithms, customer lists and business strategies developed during an outsourcing contract, may be protected as trade secrets, but are not subject to registration. Protection of know-how, understood as a collection of experience, technical and non-technical knowledge, will usually be regulated in the contract together with provisions on confidential information. When regulating what will be treated as know-how and how it will be protected, the parties to the contract should pay special attention to elements such as databases, including customer databases, recipes and recipes, strategies and predictions, data filing system, procedures related to business management.

Referring to registrable IP rights, patents may seem to be a particularly interesting category. However, Polish law generally does not allow computer programs to be registered as patents. Patent protection in a limited number of cases where software will accompany physical devices.

IT projects may also include marks or designs protected as trademarks or industrial designs. The parties may contractually stipulate who will be entitled to register these marks or designs, and contractually dispose of or license these designations or designs.

The outsourcing agreement should specify in detail the scope of the copyrights transferred or the license granted. The agreement should specify the work or works that are the subject of the transfer of rights or the granting of a license and list the fields of exploitation. Article 50 of the Act on Copyright and Related Rights specifies the sample fields of exploitation. The parties may additionally specify other fields of exploitation in the agreement. It is also advisable for the parties to specify the territorial and temporal scope in the case of a license. The parties should also specify whether the granting of a license or the transfer of rights concerns dependent copyrights and specify the obligations in the scope of personal copyrights. The outsourcing agreement may also specify different categories of software (e.g. standard software and dedicated software). In the case of different categories, the parties may establish different rules for the transfer of IP, e.g. in the case of one category by transferring the economic copyrights, and in the case of another category by deciding to grant a license.

Article 11 of the Act on Combating Unfair Competition defines a business secret as technical, technological, organizational information of an enterprise or other information of economic value, which as a whole or in a specific combination and set of their elements is not generally known to persons usually dealing with this type of information or is not easily accessible to such persons, provided that the person authorized to use or dispose of the information has taken, with due diligence, steps to keep it confidential. An act of unfair competition is the disclosure, use or acquisition of someone else’s information constituting a business secret. It should also be borne in mind that obtaining information constituting a business secret constitutes an act of unfair competition, in particular when it occurs without the consent of the person entitled to use or dispose of the information and results from unauthorized access, misappropriation, copying of documents, objects, materials, substances, electronic files containing this information or enabling inference about their content, and the use or disclosure of information constituting a business secret constitutes an act of unfair competition, in particular when it occurs without the consent of the person entitled to use or dispose of the information and violates the obligation to limit its use or disclosure resulting from the act, legal act or other act or when it was carried out by the person who obtained this information by committing an act of unfair competition.

As for liability in the event of committing an act of unfair competition, in accordance with Article 18 of the Act on Combating Unfair Competition, the entrepreneur may in particular demand:

1. cessation of prohibited activities;
2. removal of the effects of prohibited activities;
3. submitting a single or multiple declaration of appropriate content and form;
4. redressing the damage caused, on general principles;
5. issuing unjustified benefits, on general principles;
6. awarding an appropriate amount of money for a specific social purpose related to supporting Polish culture or protecting national heritage – if the act of unfair competition was culpable.

In terms of criminal liability for violating business secrets, Article 23 of the Act on Combating Unfair Competition provides that whoever, contrary to their obligation towards the entrepreneur, discloses to another person or uses in their own business activity information constituting a business secret, if this causes serious damage to the entrepreneur, shall be subject to a fine, restriction of liberty or imprisonment for up to 2 years. The same penalty shall apply to anyone who, having unlawfully obtained information constituting a business secret, discloses it to another person or uses it in their own business activity. This penalty applies to anyone who discloses or uses information constituting a business secret, which they became familiar with by participating in a hearing or other activities of court proceedings concerning claims for an act of unfair competition consisting in the violation of a business secret or by accessing the files of such proceedings, if the public was excluded from the hearing in such proceedings.

The concept of know-how is not strictly defined in Polish law. It is mentioned in tax regulations contained in the Personal Income Tax Act. Art. 5a sec. 34 letter c defines it as documented knowledge (information) suitable for use in industrial, scientific or commercial activity, while in Art. 29 sec. 1 item 1 of the same Act, know-how is defined as all information related to experience gained in the industrial, commercial or scientific field. Know-how can undoubtedly be protected under the above-mentioned provisions of the Act on Combating Unfair Competition.

Confidential information can also be protected under the regime of the Act on Combating Unfair Competition. In the scope not covered by the regime of this act, confidential information may be protected on the basis of contractual provisions concluded by the parties to the outsourcing agreement. In particular, the provisions of the Civil Code will apply to these agreements.

Outsourcing arrangements involving the processing of personal data in Poland are subject to the regulatory framework established by the General Data Protection Regulation (GDPR), which sets out core principles such as lawfulness, transparency, and data minimization. Where personal data processing is outsourced, the parties must enter into a Data Processing Agreement (DPA), which clearly defines the scope, nature, and purpose of the processing, and ensures that the processor complies with all applicable GDPR standards. In addition, data controllers are required to carry out due diligence when selecting service providers, verifying that processors offer sufficient guarantees in terms of technical and organizational measures to protect personal data. Where the nature of the processing triggers the obligation to appoint a Data Protection Officer (DPO), the organization must do so and notify the Polish Data Protection Authority (UODO) within 14 days of the appointment. These requirements highlight the need for carefully structured contractual and governance mechanisms to ensure that outsourcing arrangements involving personal data are fully compliant with both EU and national data protection laws.

Outsourcing arrangements that involve the processing or storage of non-personal data within the European Union are governed, in part, by the EU Regulation on the Free Flow of Non-Personal Data. This regulation facilitates the unrestricted movement of non-personal data across member states and prohibits data localization requirements unless such restrictions are specifically justified on grounds of public security. In the context of outsourcing, organizations must carefully classify the types of data being processed—distinguishing between personal and non-personal data—in order to determine the applicable legal regime. Outsourcing contracts should include clear and detailed clauses regarding the handling of non-personal data, ensuring that service providers act in compliance with the regulation and any relevant national provisions. Although the regulation pertains specifically to non-personal data, the implementation of appropriate and robust data security measures remains essential to prevent unauthorized access and to preserve the integrity and availability of data throughout the duration of the outsourcing arrangement.

In Poland, cybersecurity is governed by a specific legislative framework that imposes concrete obligations on entities operating in critical sectors, particularly when it comes to outsourcing arrangements involving digital infrastructure, data processing, or information systems management. The most significant piece of cybersecurity legislation is the National Cybersecurity System Act (hereinafter “the Act”).

This Act establishes a system of responsibilities, procedures, and technical requirements aimed at ensuring the resilience of essential services and digital infrastructure to cyber threats. The Act primarily applies to three categories of entities: operators of essential services (OES), digital service providers (DSP), and public administration bodies. Operators of essential services are entities that provide services crucial to the functioning of society and the economy, including those in the energy, transport, banking, financial market infrastructure, healthcare, drinking water supply, and digital infrastructure sectors. Digital service providers encompass providers of online marketplaces, online search engines, and cloud computing services, provided they operate in Poland and meet certain thresholds.

Under the Act, entities designated as OES or DSPs are subject to a number of obligations related to the organization of cybersecurity measures, the prevention and management of cyber incidents, and the cooperation with national cybersecurity authorities, including sector-specific CSIRT (Computer Security Incident Response Teams). Importantly, the Act imposes a duty to implement and maintain effective technical and organizational security measures that are proportionate to the risks posed to network and information systems. These measures must be regularly reviewed, updated, and tested.

In the context of outsourcing, the implications of the Act are particularly significant. Where an operator of essential services or a digital service provider delegates part of its ICT systems management or cybersecurity functions to a third-party service provider, it remains fully responsible for compliance with the obligations laid down in the Act. In other words, outsourcing does not transfer regulatory responsibility from the OES or DSP to the external service provider. Therefore, entities subject to the Act must ensure that all outsourced services are performed in a manner that is fully compliant with the security, incident response, and reporting requirements set out in the legislation.

To achieve this, outsourcing arrangements involving critical or sensitive functions must be formalized in detailed contracts that explicitly allocate responsibilities related to cybersecurity. These contracts should require the service provider to implement the same or equivalent security measures as would be required of the operator itself. This includes, but is not limited to, system monitoring, access control, encryption, vulnerability management, and incident detection and response capabilities. The contracts should also provide the operator with the contractual right to audit the service provider, to access documentation, and to require regular reporting on the status of cybersecurity controls.

In Poland, outsourcing arrangements frequently involve the use of modern technologies such as artificial intelligence (AI), robotic process automation (RPA), cloud computing, and distributed ledger technologies (DLT). While these technologies are increasingly common in both public and private sector outsourcing models, the Polish legal system does not yet provide a single, comprehensive regulatory framework applicable to all of them in the context of outsourcing. Nevertheless, the use of such technologies is subject to a range of legal obligations and sector-specific guidelines, particularly where their deployment intersects with areas such as personal data protection, cybersecurity, financial supervision, and public procurement.

The use of artificial intelligence in outsourcing is not currently regulated by a specific Polish statute. However, AI-based systems are subject to the rules and principles established under the General Data Protection Regulation (GDPR), which applies directly in Poland. It is also worth bearing in mind the impact of EU law on Polish regulations, as it has significant implications for Poland. The EU has proposed the Artificial Intelligence Act (AI Act), which aims to introduce a risk-based approach to AI regulation. It will apply directly in Poland and impose specific obligations on providers and users of AI systems, including conformity assessments, documentation requirements, and human oversight mechanisms. Outsourcing arrangements involving such systems will need to incorporate these obligations both contractually and operationally.

Robotic process automation is not the subject of specific legal regulation in Poland. While there is no dedicated statute governing RPA, the legal implications of its use must be analyzed under existing laws relating to data protection, intellectual property, and labor law.

Cloud computing is more developed from a regulatory perspective in Poland, primarily due to its widespread adoption in both private and public sector outsourcing arrangements. While there is no Polish statute that exclusively governs cloud computing, its use is heavily influenced by data protection law, cybersecurity obligations, and sector-specific regulatory guidelines. The GDPR plays a central role, as cloud-based processing of personal data requires compliance with rules on data processing agreements, international data transfers, and the implementation of appropriate security measures. The Polish Data Protection Authority (UODO) has issued interpretative guidance on the use of cloud services, emphasizing the importance of due diligence, data minimization, encryption, and ensuring that cloud service providers are contractually and operationally capable of fulfilling the obligations imposed by the GDPR. Additionally, the Digital Operational Resilience Act (DORA), applicable since January 2025, introduces binding standards for cloud outsourcing in the financial sector.

Distributed ledger technologies, including blockchain, are not yet subject to specific legislation in Poland beyond the general legal framework applicable to digital services. Additionally, the use of blockchain in financial services — especially in connection with crypto-assets, tokens, or smart contracts — is increasingly intersecting with emerging European regulatory instruments. Poland has not yet adopted a comprehensive legal framework on crypto-assets based on the EU Regulation on Markets in Crypto-Assets (MiCA), which introduces a licensing regime and conduct rules for crypto-asset service providers.

Employee outsourcing, from the perspective of the Polish legal system, is not specifically regulated by any statutory provisions. The current form of outsourcing primarily results from economic and social needs, and the lack of a clear legal definition of outsourcing leads to many interpretational issues. While there are regulations governing other forms of employment, such as temporary work, no such provisions have been adopted for employee outsourcing, which creates ambiguities in interpretation and practice.

Polish law lacks regulations that would define employee or process outsourcing. As a result, judicial rulings often involve cases where courts examine the factual situation to determine whether there has been a transfer of part of the business, delegation of processes, or merely the provision of employees. There is a risk that when the outsourcing company takes full control over the employees, this may be considered an attempt to circumvent regulations concerning temporary work, which poses a threat to the legal protection of employees.

It is important to distinguish between two main types of outsourcing: employee outsourcing and process outsourcing. Employee outsourcing involves the provision of labor by the outsourcer, who employs the workers, but the client company manages them in their daily work. This model resembles the operation of a temporary employment agency but without the licensing and regulatory controls required by law. On the other hand, process outsourcing involves the transfer of an entire business process, with responsibility for its execution, quality, and effectiveness. The outsourcer organizes the work, implements its own procedures and technologies, and the client receives the final result without direct oversight of the execution staff.

Due to the lack of clear legal regulations, outsourcing raises concerns, particularly regarding the determination of the employment relationship between employees and the company using outsourcing services. In such cases, it is crucial to carefully prepare contracts between the parties to avoid situations where bodies such as the National Labor Inspectorate or the Social Insurance Institution could conclude that the form of cooperation bears the characteristics of an employment relationship. Therefore, it is crucial that the outsourcing agreement precisely defines the obligations of both parties to ensure that the relationship is not questioned by the relevant authorities.

In light of these challenges, many companies providing outsourcing services are urging Polish authorities to take action to regulate outsourcing-related issues, which remain unclear and create interpretational problems. The absence of clear provisions exposes the parties involved to legal and economic risks, which requires urgent legislative intervention.

The transfer of employees under an outsourcing agreement can take various forms, depending on the arrangements between the parties, but all must comply with the applicable legal regulations in the relevant legal system. Below are a few examples of employee transfer mechanisms:

1. Transfer of an establishment in accordance with labor code regulations – This occurs when outsourcing involves the transfer of part of a business, allowing employees to move to a new employer under the provisions governing the transfer of an establishment (Article 23¹ of the Labor Code). According to these provisions, an employee employed in part of the business that has been transferred to another company (e.g., the outsourcing company) has the right to transfer to that company on the same terms of employment. The new employer is obliged to provide the same working conditions as before, and employees retain their rights (e.g., vacation, seniority, salary).

2. Employee delegation – Employees can also be delegated to work at the client company under an outsourcing agreement. In this case, they are formally employed by the outsourcer but perform their tasks on behalf of the client, who has direct supervision and control over them. Delegation does not constitute the transfer of a business but allows the outsourcing company to provide services under the agreement.

3. Change of employer (agreement between the parties) – Employees may voluntarily agree to transfer to the outsourcing company based on mutual agreement.

The transfer of employees within outsourcing depends on the form of cooperation and the specific arrangements between the parties. It is crucial to comply with labor law regulations, including the protection of employee rights, ensuring appropriate working conditions, and avoiding attempts to circumvent regulations related to temporary employment or hiring. It is essential for each outsourcing agreement to be precisely defined to avoid legal misunderstandings and ensure compliance with legal regulations.

Individuals providing services of a creative nature in the field of, i.a. computer software and games, tax-deductible cost of 50%, regardless of whether they are employees or freelancers. If the costs incurred exceed 50%, then the solopreneur creator will account for the costs actually incurred.

In addition, both companies and solopreneur can benefit from the research and development relief.  This relief consists of the possibility of deducting 200% of certain expenses from income. (eligible costs). The relief is available to entities engaged in creative activities involving scientific research or development work undertaken on a systematic basis with the aim of increasing the stock of knowledge and using the stock of knowledge to create new applications. Eligible costs include:

1. remuneration of employees in the part related to research and development activity and related social insurance premiums;
2. expenditure on the purchase of specialist equipment which is directly related to the conducted R&D activity;
3. expenditure on expert opinions, opinions, consultancy services, provided by universities, as well as on the purchase of the results of scientific research conducted by them, for the needs of R&D activity;
4. expenses for paid use of research equipment used exclusively in R&D activities;
5. expenses for the purchase of a service for the use of research equipment exclusively for the needs of R&D activities;
6. costs of obtaining and maintaining a patent, a protection right for a utility model, a right from the registration of an industrial design;
7. depreciation write-offs on fixed assets and intangible assets used in R&D activities, excluding passenger cars and structures, buildings and premises that are separate property.

At the same time, together with the R&D relief, it is possible to benefit from the IP-BOX (Innovation Box or Patent Box) This relief consists of preferential taxation of income from intellectual property rights that are subject to legal protection (e.g. patent, copyright in a computer programme) and have been created, developed or improved as part of R&D activities. If a company in Poland produces its own IP (intellectual property rights) then the profits that flow from it are only taxed at a rate of 5%. In Polish income tax, this is the lowest rate of tax paid on income.

In addition, companies (limited liability company, joint stock company company, limited partnership and limited joint-stock partnership) can pay income tax (CIT) by a flat rate on income from 2019. This model is modelled on the tax system operating in Estonia. This model cannot be used by companies whose more than 50 per cent of revenue is derived from the granting of licences or the sale of copyrights. However, according to the interpretations of the National Tax Administration, this model can be used by IT companies that develop software in the SAAS (software as a service) model. The Estonian tax model is that the company does not pay income tax on profits that are not distributed to shareholders, i.e. they either remain in the company or are reinvested for further economic development.

Sole proprietors, can choose a taxation model. This can be:

1. a tax scale, where the tax rate increases with the amount of income (0% > 30,000 PLN of income, 12% > 30,000 – 120,000 PLN, 32% < 120,000 PLN)
2. a flat tax of 19% regardless of income
3. lump sum tax, where the tax rate depends on the subject of the business activity (for IT the rate is usually 12% or 8.5%), the subject of taxation is income without deducting any costs. This method is mainly chosen by freelancers.

In Poland, outsourcing arrangements may be subject to a range of environmental, social, and governance (ESG) regulations, particularly where service providers are involved in activities that fall within the scope of applicable EU or national regulatory frameworks. Compliance with these standards is increasingly seen as a critical component of responsible contracting and risk management.

From an environmental perspective, Poland follows European Union directives aimed at reducing carbon emissions, including participation in the EU Emissions Trading System (EU ETS). Companies, including those engaging outsourcing partners for industrial or logistics-related functions, may be required to monitor and report greenhouse gas emissions in accordance with EU ETS rules. Additionally, under regulations concerning Waste Electrical and Electronic Equipment (WEEE), producers and importers of electronic devices—along with outsourcing providers who manage, use, or dispose of such equipment—are obliged to comply with legal requirements on the collection, recycling, and environmentally responsible disposal of electronic waste.

On the social dimension, while Poland has ratified international instruments prohibiting forced labor, there is limited domestic legislation specifically addressing modern slavery. Nonetheless, companies are expected to exercise due diligence in identifying and mitigating risks of human rights violations within their operations and supply chains, including those arising through outsourcing arrangements. This includes ensuring that service providers uphold labor standards and do not engage in exploitative practices.

In terms of governance, Polish law strictly prohibits bribery and corruption. Both individuals and legal entities may face significant criminal penalties for involvement in corrupt practices. As such, companies must take active steps to ensure that their outsourcing partners operate in full compliance with anti-corruption laws. This involves conducting background checks, incorporating anti-bribery clauses in contracts, and establishing internal controls to detect and prevent unethical conduct.

Failure to comply with applicable ESG regulations may expose companies to legal sanctions, reputational harm, and financial liability. Consequently, it is increasingly common for outsourcing agreements to include express compliance clauses, audit rights, and mechanisms for ongoing verification to ensure that third-party service providers adhere to both Polish and EU ESG standards.

Yes, cross-border or multi-jurisdictional outsourcing arrangements can present specific challenges in Poland. The main concerns relate to data protection regulations (GDPR), particularly when personal data is transferred outside the European Economic Area. In such cases, it is necessary to ensure an adequate level of data protection — for example, by using standard contractual clauses. Additionally, export control laws or sector-specific regulations (e.g., those applicable to the financial sector) may impose further restrictions.

Yes, under Polish law, there are limitations on the exclusion or limitation of contractual liability. Pursuant to Article 473 § 2 of the Polish Civil Code, it is not permissible to exclude or limit liability for damage caused intentionally. This means that any contractual clause seeking to release a party from liability for wilful misconduct will be deemed null and void. Additionally, in certain specific contexts—such as consumer contracts—the law provides for further restrictions. For example, clauses that grossly violate the interests of consumers may be considered abusive and, as such, unenforceable. In practice, while parties enjoy broad contractual freedom in defining the scope of liability, they must nonetheless observe mandatory legal provisions and general principles of social coexistence.

In Poland, disputes arising from outsourcing agreements are most commonly resolved through civil litigation before the state courts. However, there is a growing trend toward the inclusion of arbitration clauses and the use of alternative dispute resolution mechanisms, particularly in the context of large-scale contracts or where one of the parties is based outside of Poland. In such cases, parties increasingly opt for arbitration proceedings conducted under domestic or international arbitral institutions.

The most frequently invoked legal remedies in the event of a breach of an outsourcing agreement include claims for compensation for damages suffered, contractual penalties—provided such penalties have been stipulated in the agreement—claims for specific performance of contractual obligations, termination of the contract in cases of material breach, and formal demands to cease violations and restore compliance with the contractual terms.

In practice, significant attention is devoted to the clear and detailed formulation of dispute resolution procedures within the outsourcing agreement itself. This often involves the establishment of pre-litigation stages, such as negotiation or mediation, which the parties are encouraged or required to pursue before initiating formal court or arbitral proceedings.

In addition to civil law remedies, outsourcing—particularly in regulated sectors such as finance, telecommunications, or personal data protection—may also give rise to administrative and regulatory sanctions. These sanctions are typically imposed by supervisory authorities in response to breaches of sector-specific legislation or non-compliance with regulatory standards.

Common enforcement measures include financial penalties imposed by competent authorities, such as the Polish Data Protection Authority (UODO) in cases involving violations of the General Data Protection Regulation (GDPR), as well as sanctions issued by the Polish Financial Supervision Authority (KNF) in connection with the outsourcing of banking, insurance, or investment services. Supervisory bodies may also issue formal orders requiring the cessation of activities conducted in violation of applicable laws, mandate compliance with post-inspection recommendations, or, in severe cases, initiate proceedings that may result in criminal liability—for instance, in situations involving unlawful data processing or financial misconduct.

As a result, outsourcing agreements increasingly contain detailed provisions addressing regulatory compliance, including obligations to inform supervisory authorities and to ensure that outsourced operations remain aligned with the applicable legal and regulatory framework.