Each party may in principle terminate a B2B services contract at any time, even if it was concluded for a fixed term. This freedom has its price, however: whoever ends the contract without good reason may be liable for the other party's damage, and mistakes in form or delivery can push the end of cooperation back by weeks. Below we describe how to end a contract without leaving open accounts.
What the Civil Code says when the contract is silent
Most B2B contracts are contracts for the provision of services, to which the provisions on the mandate contract apply accordingly (art. 750 of the Civil Code). Three rules follow from art. 746:
- the client may terminate the contract at any time, but must reimburse the contractor's expenses and pay for work already performed; if there was no good reason — also compensate the damage,
- the contractor may likewise end the contract at any time, but on a paid contract and without good reason is liable for the client's damage,
- the right to terminate for good reasons cannot be waived in advance — a clause that "the contract cannot be terminated for 12 months" will not block a termination justified by a serious breach.
A notice period written into the contract puts these rules in order: it gives both sides time to close the work and find a replacement. It is worth remembering that a B2B contract does not provide the protection known from the Labour Code — there are no statutory notice periods tied to length of service and no special protection against termination. The differences are described in the comparison of B2B and an employment contract.
Good reason — when it can be invoked
The provisions do not define a good reason, so its existence is decided by the circumstances. In disputes the most commonly cited are:
- repeated payment delays despite reminders,
- persistent failure to perform agreed tasks or grossly poor quality of work,
- breach of confidentiality or action to the other party's detriment,
- demands contrary to law, e.g. for issuing invoices for services that did not take place.
Justification need not be given, but if a reason exists it is worth describing it in the letter and keeping the evidence (correspondence, minutes, a list of overdue invoices). This will make it easier to defend against a claim for damages.
Form and delivery: this is where mistakes most often appear
If the contract was concluded in written, documentary or electronic form, its termination requires at least documentary form, unless the Act or the contract itself requires a different form (art. 77 § 2 CC). In practice this means that an e-mail with a legible content is usually sufficient — unless the contract requires a registered letter or a qualified signature. In that case, a notice sent by another route may be challenged.
A declaration is effective when it reached the addressee so that they could become acquainted with its content (art. 61 CC). The notice period therefore runs from delivery, not from dispatch. For a registered letter, delivery or expiry of the notice-slip period usually counts; for an e-mail, the arrival of the message at the mailbox indicated in the contract.
What the letter should contain — step by step
- Data of the parties exactly as in the contract, and the date and number of the contract.
- An unambiguous statement: "I hereby terminate the contract" — without conditional wording.
- Indication of the notice period and the date on which the contract ends.
- Optionally: a good reason, if it exists, with a brief description of the facts.
- A proposal for settlement: the final invoice, return of equipment, handover of documentation and access rights.
- Signature of an authorised person and dispatch in the form provided in the contract.
Example: a female programmer works with an agency under a contract with a one-month notice period "with effect at the end of a calendar month". She sends an e-mail on 31 May late in the evening, after the agency's working hours, and the agency reads it on 1 June. If a dispute concludes that the addressee could only become acquainted with the message in June, the notice period may start running in June and the contract will end on 31 July, not 30 June. It is safer to send the letter a few days before the end of the month.
Termination, mutual agreement or withdrawal
| Method | When it makes sense | What to watch |
|---|---|---|
| Termination (notice) | One side wants to end the cooperation | Notice period, form, possible damages |
| Mutual agreement | Both sides want to part quickly and without a dispute | Settlement of accounts and waiver of claims in writing |
| Withdrawal | The other side is in default or the contract provides for such a right | Setting an additional deadline (art. 491 CC) and retroactive effect |
A mutual agreement is often the cheapest: the parties can agree on the end date, the amount of the last invoice and the fact that they have no further claims against each other. Where the contract is a specific-task contract, different rules apply — the ordering party may withdraw from it before the work is completed, but pays the agreed remuneration reduced by what the contractor saved (art. 644 CC).
When the client terminates the contract
For a one-person company, losing the main contract is above all a question of liquidity. A few things are worth doing immediately after receiving notice:
- check whether the client kept the notice period and form from the contract — if not, the fee for the notice period may still be due,
- list the work performed but not yet invoiced and include it in the final invoice,
- confirm in writing the list of materials and access rights to be handed over, so that there is no later dispute about what was not returned.
A shortage of orders does not mean the business must be closed. The CEIDG entry can be suspended for a period of not less than 30 days, which stops the obligation to pay social contributions while a new client is being sought.
After termination: settlement, penalties and non-compete
The end of the contract does not end all obligations. The contractor should submit a report and hand over to the client what they obtained in performing the mandate (art. 740 CC) — in IT contracts this is usually the code, documentation and access data. The client, in turn, pays for services performed up to the day of termination.
It is also worth checking:
- contractual penalties for ending the cooperation before the deadline; if they are grossly excessive, their reduction may be requested (art. 484 § 2 CC),
- a non-compete clause after the contract ends and any compensation — covered in more detail in the article on non-compete clauses in B2B,
- limitation — a claim for remuneration of a person professionally providing services lapses after two years (art. 751 CC), so it is not worth delaying the pursuit of the final invoice.
If the client does not pay after the end of cooperation, the next steps are described in the guide on debt collection.
How Good Balance can help
We help prepare a termination notice or a mutual-agreement document, assess the risk of claims and contractual penalties, and for new contracts we design clauses on ending cooperation as part of our contract drafting service.