A Kraków-based software house discovered, in the summer of 2025, that a former client had taken its proprietary codebase and relicensed it to a competing SaaS platform – without authorisation, without attribution, and without any payment. The client had signed a standard service agreement, but that agreement contained no explicit copyright assignment clause. The question was whether the software house owned anything enforceable at all.

Under Polish copyright law, software is protected as a literary work from the moment of creation, without registration. The ustawa o prawie autorskim i prawach pokrewnych (Act on Copyright and Related Rights, UPAPP) grants the author exclusive economic rights by default. Where software is created by an employee, those rights transfer to the employer automatically. Where it is created by an independent contractor, rights remain with the contractor unless expressly assigned in writing – a distinction that forecloses many client claims before they begin.

This case study traces how the firm analysed the ownership gap, constructed an enforcement strategy, and secured a favourable outcome. The transferable lessons apply to any software business operating under Polish law – whether a domestic start-up, a foreign investor's subsidiary, or an in-house development team.

What was the background, and how did the ownership gap arise?

The software house had been engaged under a series of short-term contracts to build a modular SaaS platform for a logistics operator. Each contract described deliverables in functional terms. None transferred copyright. The logistics operator later sold the platform to a third party, representing in the sale agreement that it held full intellectual property title. That representation was false – and the software house only discovered it when the third party began marketing the product under its own brand.

Under Polish corporate legislation and the UPAPP, an independent contractor retains all economic rights in software unless a written assignment is concluded. The assignment must specify the fields of exploitation – the permitted uses of the work, such as reproduction, distribution, or public communication. A contract that is silent on copyright is not an implied assignment. Polish courts, including the Court of Appeal in Warsaw, have consistently held that ambiguity in IP clauses is resolved in favour of the author. That principle was the foundation of the firm's position.

The complication was evidentiary. The software house had no version-control records predating the first contract. Git repositories had been migrated, and timestamps were unreliable. The firm had to reconstruct authorship through employment records, internal emails, and third-party code-review reports. This took approximately six weeks and cost the client an estimated PLN 40,000 in forensic preparation alone – a figure that underscores why documentation hygiene matters before a dispute arises.

  • No written copyright assignment in any of the service contracts
  • No fields-of-exploitation clause specifying permitted uses
  • No version-control audit trail at the time of engagement
  • No IP warranty from the software house in the sale transaction

What strategy did the firm adopt to enforce copyright?

The firm's first decision was to avoid immediate litigation. Under Polish civil procedure, interim injunctive relief is available within 7 days of filing where the applicant demonstrates urgency and a prima facie right. However, without a clean evidentiary record, an injunction application risked denial – and a denied application signals weakness to the opposing party. The firm chose a sequenced approach: secure the evidence, then move.

We obtained interim measures protecting the client's codebase and preventing further distribution of the infringing product for a logistics-sector client in the Małopolska region (summer 2025). The application succeeded because it was filed only after the forensic reconstruction was complete and a technical expert had prepared a written comparison of the original and infringing code. The court issued the order within five business days.

In parallel, the firm sent a formal cease-and-desist letter to both the logistics operator and the third-party acquirer. Polish copyright law entitles the rights-holder to demand cessation of infringement, removal of effects, and payment of a sum equal to twice the market licence fee – or three times that fee where the infringement was culpable. The firm valued the hypothetical licence at PLN 1.2m over the relevant period, making the maximum claim PLN 3.6m. That figure opened the negotiation.

The strategy also addressed the GDPR Poland dimension. The platform processed personal data of end-users under the logistics operator's privacy policy. Once copyright ownership was contested, the data-processing chain lacked a valid legal basis. The firm notified the Urząd Ochrony Danych Osobowych (Personal Data Protection Office, UODO) of a potential compliance gap – not as a tactical weapon, but because the obligation to notify was genuine. That notification accelerated the opposing party's willingness to settle.

How did the process unfold, and what was the outcome?

Negotiations ran for approximately 11 weeks. The logistics operator initially denied any wrongdoing, arguing that the service contracts implied a full licence. The third-party acquirer took a different position: it had purchased in good faith and sought indemnification from the operator. That divergence between the two defendants was the critical lever. Once the acquirer instructed separate counsel, the unified defence collapsed.

We secured a settlement exceeding PLN 800,000 in combined licence fees and damages for the software house, together with a formal acknowledgement of authorship, in the Małopolska region (autumn 2025). The settlement also included a perpetual licence back to the acquirer on commercial terms – a practical outcome that preserved the product's market existence while compensating the true owner. The logistics operator bore the full indemnification obligation.

The process required engagement with three institutions. The Sąd Okręgowy w Krakowie (Regional Court in Kraków) handled the interim-measures application. The UODO received the data-processing notification. The Krajowy Rejestr Sądowy (National Court Register, KRS) records were used to verify the corporate chain through which the platform had been transferred. Each institution played a distinct role, and coordinating filings across all three simultaneously was essential to maintaining pressure.

For clients with cross-border data flows, the legal position becomes more layered. Our article on data transfer from Poland to Ukraine sets out the mechanisms that apply when software platforms process data across those jurisdictions. Similarly, data transfer from Poland to France raises distinct adequacy considerations under the GDPR framework that software vendors must address in their licensing structures.

What lessons should software businesses take from this case?

The most transferable lesson is structural: copyright ownership must be resolved before a product is built, not after it is sold. A correctly drafted assignment clause costs a fraction of what forensic reconstruction costs. Under Polish copyright law, an assignment is valid only if it is in writing, identifies the work, and lists the fields of exploitation. A clause that omits any of these three elements is unenforceable as an assignment – though it may still operate as a licence.

The second lesson concerns the UPAPP's treatment of software created under employment. Where developers are employees, the employer holds economic rights automatically – but only for software created within the scope of employment. Work done outside contracted hours, on personal equipment, may remain with the individual. This ambiguity is exploited in disputes. Employment contracts should define the scope of creative duties with precision, and any work created outside that scope should be the subject of a separate written assignment.

Third, IP protection interacts with other regulatory frameworks. AI Act Poland obligations, DORA compliance requirements for financial-sector software, and trademark registrations all affect how software assets are valued and enforced. A product that lacks a registered trademark is harder to protect against brand-adjacent copying. A product subject to AI Act transparency obligations may face additional disclosure requirements that affect its commercial licensing terms. Businesses that treat IP in isolation – separate from compliance – tend to discover the gap at the worst possible moment.

  • Draft written copyright assignment with fields of exploitation before any development begins
  • Maintain version-control records with timestamped commit histories
  • Define the scope of employment duties in developer contracts precisely
  • Register the product's trademark at the Urząd Patentowy Rzeczypospolitej Polskiej (Patent Office of the Republic of Poland)
  • Review data-processing chains whenever ownership of a software product changes hands

For businesses that receive EU funding for software development, IP ownership conditions imposed by the Krajowy Plan Odbudowy (National Recovery Plan, KPO) add another layer. Our analysis of EU funds compliance and KPO requirements in Poland covers the obligations that affect software projects receiving public co-financing.

An IP lawyer Warsaw advising on software transactions should treat copyright ownership, data-protection compliance, and regulatory classification as a single integrated review – not three separate workstreams. That integration is what this case ultimately demonstrated.

Every software business operating in Poland carries a specific copyright risk profile. Identifying that profile before a dispute arises – rather than after a sale has closed or a product has been replicated – is the difference between a recoverable situation and a permanently forfeited asset.

To discuss how Polish copyright law applies to your software assets or to review your current contract structures, contact info@kordeckipartners.com.

Frequently asked questions

Q: Does software need to be registered in Poland to receive copyright protection?

A: No. Under the Act on Copyright and Related Rights, protection arises automatically at the moment of creation. There is no registration system for copyright in Poland. The author's identity and the date of creation are established through evidence – version-control records, employment documents, and technical reports – rather than through any official filing.

Q: How long does a software copyright infringement claim take to resolve in Poland?

A: An interim-measures application can be decided within 7 to 14 days. Full proceedings before a Regional Court typically take 18 to 36 months at first instance. Settlement negotiations, as illustrated in this case, can resolve matters in under 3 months where both parties have clear incentives to avoid prolonged litigation. Early forensic preparation significantly shortens the overall timeline.

Q: Is a standard software licence agreement sufficient to protect a vendor's copyright?

A: A common misconception is that a licence agreement and a copyright assignment are interchangeable. They are not. A licence grants the client permission to use the software within defined parameters. It does not transfer ownership. If the contract does not contain an explicit written assignment clause identifying the fields of exploitation, the vendor retains all economic rights – which is protective for the vendor but may create uncertainty for the client in a transaction.

About KORDECKI & Partners

KORDECKI & Partners is a law firm based in Warsaw and Krakow, advising business clients across 30 jurisdictions. Our team combines expertise in Polish and international law with a practical approach to IP protection, technology transactions, and software licensing. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. To discuss your situation, contact info@kordeckipartners.com.

Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. KORDECKI & Partners assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.