Legal solutions for restaurants & hospitality

Platform commissions realistically reach 25–30%, and once fees and VAT are added the effective rate can be higher — so we start by modelling the real order margin (commission, payment fees, funded discounts, refunds, chargebacks) and only then negotiate the wording. As a business you have hard rights under the EU P2B Regulation (2019/1150): the platform must give 15 days’ notice of a change of terms, provide a written statement of reasons when it restricts, suspends or delists you, disclose the main ranking parameters and offer internal complaint-handling and mediation. That is real leverage when an app suddenly hides or drops you.

In the contract we cut exclusivity and price-parity clauses (which UOKiK is scrutinising) and the shifting of order-error and refund risk onto you. An important distinction: neither P2B nor the contract gives you “ownership” of the customer — so we pin down exactly which order data you receive, whether there is an export or API, how you may use it in marketing, and what remains after the relationship ends. A separate, growing issue is courier status: if you run your own fleet, the EU Platform Work Directive (to be transposed by December 2026) and the art. 22 Labour Code test mean their contracts are worth reviewing now.

We also set up your venue’s online-sales terms and e-commerce.

Two issues are urgent today. The first is the reclassification of contracts: since July 2026 the Labour Inspectorate already has the power to determine, by administrative decision, that a contractor or a “self-employed” B2B person is in fact an employee — and hospitality is expressly named a high-risk sector. What decides is the actual working model (the art. 22 Labour Code test: personal performance, under direction, at a time and place you set), not the name of the contract.

The effects are back-dated social security, leave and overtime, and a fine of PLN 2,000–60,000; there is a one-year window for a voluntary fix until July 2027. So we audit role by role — rosters, POS logins, uniforms, training, penalties, exclusivity — exactly what the inspectorate will see. The second issue is tips: what matters is who controls the money.

A tip handed directly to a waiter (where you only pass on a card tip 1:1) is their “income from other sources”, with no social security. But a tip pooled and distributed by the employer becomes employment income — with income tax and social security (a tax ruling of December 2024). A “service charge” added to the bill is the venue’s revenue, not a tip, and is treated separately.

We design a tip policy and align the employment of foreign nationals with the changes from June 2025 — as part of employment law.

The lease is usually the single biggest legal risk a venue carries. Beyond the rent figure, we look at how it is built: in malls it is usually a mixed rent — a base plus a percentage of turnover — so the definition of “turnover” matters (does it include VAT, app sales, issued vouchers), along with a cap on the turnover element and a limit on the landlord’s right to audit your till. We negotiate the service charge like a second rent: a closed list of costs, a cap on increases, a right to inspect invoices.

Before you even start, we watch the opening conditions: when rent begins to run (ideally only from handover and the ability to open lawfully, not from signing), who pays for the expensive fit-out and whether it can be offset against rent (because art. 676 of the Civil Code is usually excluded), the permitted use (kitchen, extraction, power capacity) and what happens if the venue cannot lawfully open. The biggest trap is a 5–10 year lease with no real exit — a Polish fixed-term lease can be terminated early only for reasons written into it (art. 673 § 3 Civil Code), so exit options and rent reviews are negotiated up front; art. 357¹ Civil Code (an extraordinary change of circumstances) is an exceptional judicial remedy, not a substitute for a good clause. We also watch the security (deposit, promissory note, art. 777 enforcement submission) and the change-of-control clause, which on a sale of the business can trigger the landlord’s consent.

We also support you on real estate.

The deal can be structured as a sale of an organised part of the business (equipment, contracts, brand) or as a sale of the company’s shares; each has different consequences. On a share sale the business usually keeps its legal identity (contracts and permits stay in the company), but the buyer also inherits its history and liabilities. On an asset sale the buyer usually needs its own permit to sell alcohol (it is tied to the venue and the entity and does not “transfer”), and contracts and the lease need the other side’s consent.

A tax note: the sale of an organised part is outside VAT but subject to the tax on civil-law transactions, charged on the whole value if the components are not itemised — so we set out the price allocation and, where it is doubtful whether it is an “organised part” at all, apply for a ruling. Staff pass to the buyer automatically by operation of law (art. 23¹ Labour Code), with back-dated joint liability of both sides. The most common post-deal disputes concern concealed “cash” revenue and liabilities — so we run thorough due diligence (the lease and its assignability, landlord and lender consents, employment, arrears, disputes) and protect you with representations and warranties, a price adjustment or earn-out, and a seller’s non-compete.

We run full mergers and acquisitions — from the letter of intent to closing and the transfer of contracts and the team.

In Poland there is no separate franchise act — the agreement is governed by freedom of contract, competition law, trade-secret protection and trademark law, so all the safety lies in the documents. Beyond the agreement itself we set out: realistic financial assumptions and the information given to the candidate (a prospectus), supply and rebate rules, audit rights and standards, territorial protection, mandatory refurbishments, the trademark and know-how licence, termination and “de-branding”, and a post-term non-compete (as a rule permissible only for one year). The competition-law limits are key: you may set maximum or recommended prices, but imposing minimum prices is a prohibited “hardcore” restriction that draws UOKiK; you may grant an exclusive territory, but you cannot block passive sales or unduly restrict online sales (EU Regulation 2022/720).

We protect the operational manual as a trade secret, and register the trademark centrally and license it to franchisees — never the other way round. It is worth running the documents today as if a disclosure duty already applied, because a franchise bill is ready and may come into force. We structure the package so the network grows while control over the brand and the standard stays with you; in the background we keep it aligned with competition law.

Start by checking before you invest in the signage: a clearance and availability search protects you from discovering, after opening, that the name infringes someone else’s right. Then we build the protection “element by element”, because there is no single right to a whole “concept”: the name and logo are protected by a trademark (national at the UPRP or an EU trademark at the EUIPO — one filing for the whole EU, in the classes of restaurant services, food and franchising); the interior, identity and menu photography by copyright and designs; the recipe and manual as a trade secret. A company-register entry does not protect a brand.

Against a “twin” venue with a confusingly similar look we act under unfair-competition law (imitation causing confusion). We also tidy up rights to domains and social-media profiles — and, crucially in franchising, establish from the start that the network, not the franchisee or a former partner, owns the brand. When someone impersonates you, we respond with cease-and-desist letters, takedown notices and, if needed, an infringement claim.

That way the brand stays with you — even after you part ways with a partner.

Such a report is at once a financial, a reputational and, in a serious incident, a criminal risk — you have to act fast and level-headed. First we help establish the facts and preserve documentation (procedures, deliveries, samples, CCTV) and shape communication that will not make things worse. An ordinary guest claim most often rests on liability for improper performance of the service (art. 471 Civil Code) or on tort (arts. 415 and 430 Civil Code) — causation and evidence are decisive, rather than reaching automatically for product liability (art. 449¹ Civil Code), which is one of the possible routes.

Separately we watch the duty to inform about the 14 allergens (EU Regulation 1169/2011): “please ask the staff” alone can be too weak, so we recommend a written allergen matrix — it is you who must prove the information was available. The line with criminal law must be read carefully: a single upset stomach is a civil matter, while only a multi-guest poisoning that endangers the health of many people can trigger art. 165 of the Criminal Code and the personal liability of the head chef or operator — that is an exception, not the default consequence of one complaint. We represent the venue before the guest, the insurer and in proceedings, and in economic-crime matters we act within white-collar criminal law.

The most common front is noise. A neighbour can demand that you stop interference exceeding the “average measure” (art. 144 Civil Code), and amplified music at night in a residential area usually exceeds it — the real threat is a court injunction limiting your opening hours in the middle of the season; there is also liability for the offence of disturbing the peace (art. 51 of the Code of Petty Offences) and administrative noise limits. We defend with documented sound-limiting and the character of the area.

The second issue is the scale of the event: not every club night is a “mass event” — the regime with a permit and a safety plan only starts above statutory thresholds (e.g. 500 people in a building), so we advise when it is worth staying below the threshold and when to accept the full regime. Outsourcing security does not relieve the venue of liability — you are liable, civilly and sometimes criminally, for bouncers’ excessive force — so we contract licensed security with clear rules, insurance and incident-evidence handling; door selection also needs care so as not to invite a discrimination claim. Finally: serving alcohol to an intoxicated person or a minor is not only a fine but a real risk of licence withdrawal.

And a withdrawal itself we treat as a dispute — we appeal and apply to stay enforcement so that you keep trading during the case; we run such administrative proceedings.

A venue processes more data than it seems, and the data-protection authority (UODO) can impose high fines. We separate two worlds. CCTV, reservations, Wi-Fi and loyalty are GDPR questions: over employees, art. 22² of the Labour Code applies (a safety and property purpose, a maximum 3-month retention, prior written notice, signage, and a ban on cameras in sanitary and changing rooms), and over guests — legitimate interest with a balancing test and signage; audio recording UODO regards as excessive.

Reservation and loyalty data we base on the right legal ground and minimise, and with system vendors (reservations, POS, loyalty) we sign data-processing agreements. Electronic marketing is additionally the Electronic Communications Law (art. 398 PKE): it requires prior consent, and in practice this must be collected separately for each channel (one for phone, one for email, one for SMS) — old blanket consents usually do not meet it, so we audit the marketing base. Fines reach 3% of turnover or one million złoty, on top of GDPR.

We set the policy so you can realistically collect data and send offers — without the risk; we handle personal-data protection end to end.

We start from the line that decides the case: a genuine opinion (“I didn’t enjoy it”) is protected, but a false statement of fact (e.g. an invented claim of a standards breach or fraud) may already be defamation. First we classify and preserve the evidence (address, date, account, screenshots, reservation records), and only then escalate. The ladder is gradual: first a report on the platform, then — where the content is unlawful — a “notice-and-action” notice under the EU Digital Services Act (DSA); then the protection of personal rights (arts. 23 and 24 Civil Code), where unlawfulness is presumed, so it is the author who must prove the truth, and you can demand removal, a correction, an apology and damages.

Where a competitor spreads false information, we use unfair-competition law, and a private prosecution for online defamation (art. 212 Criminal Code) we treat as a selective escalation, not a starting point. Remember: the DSA does not require removing a review merely because it is harsh or inconvenient. A separate front is bought reviews — publishing and trading in fake reviews is an unfair practice that UOKiK is already fining (decisions of 2022 and 2024); you too must honestly show how you verify reviews.

We run this as litigation and court proceedings.

These are the “small things” that can cost you. Music: playing it in the venue is a public use of works that requires licences from collective-management organisations — usually more than one (ZAiKS for authors, and for related rights also STOART or SAWP for performers and ZPAV for producers); a consumer Spotify subscription does not replace them. We check which organisations actually apply to you, negotiate the rates and defend against claims.

Vouchers and gift cards: a clause that “the funds expire after the deadline” is often held to be an abusive term that does not bind the consumer, so you must provide for an extension or a refund of the unused amount — we also watch the correct VAT treatment of the voucher. A “service charge” added to the bill is permissible but, as part of the price, must be clearly shown before ordering, not at payment — otherwise it is an unfair practice; it also differs in tax from a voluntary tip, being the venue’s revenue. There is also the deposit-return system, which has covered hospitality since October 2025 and brings record-keeping duties.

We put these topics in order so they do not turn into an inspection or a consumer dispute.

The earlier you act, the more options you have — so we start with a diagnosis, not a closure. Restructuring law offers four routes (proceedings for the approval of an arrangement, accelerated arrangement, arrangement, and the sanacja procedure), differing in the protection and court control involved. For a venue the lease is key: in sanacja the landlord generally cannot terminate the lease of the operating premises, which creates room to renegotiate the rent, and the administrator — with the judge-commissioner’s consent — can shed loss-making locations while keeping the good ones.

Sanacja also allows employment to be restructured on terms close to those in bankruptcy. Watch two points that are easy to forget: once the company becomes insolvent, the management has a short (30-day) deadline to file for bankruptcy, or it risks personal liability; and restructuring or bankruptcy of the company does not extinguish the owner’s personal guarantees (promissory notes, enforcement submissions given to landlords and banks) — creditors can pursue the guarantor in parallel. That is why guarantees are best limited and “ring-fenced” when signing the contracts.

We run the process to save the viable part of the business or to exit in a controlled way — as part of ongoing legal advice.