Contract by phone or just an invitation to conclude a contract? How not to be deceived.

More and more often it happens that a potential contractor contacts the client by phone, proposing to establish cooperation. Offers to use a new internet domain, industry subscription or business cards in the telephone book are common. Often, in order to end the conversation as soon as possible, we agree to a monthly trial period, a free first month of storage, etc. What is our surprise when we receive an invoice for the service a few minutes later. An attempt to call the hotline often ends with a comment that, as an entrepreneur, we are not as well protected as the consumer and we have to pay for the service. Most often, these are small amounts and most entrepreneurs choose to pay. Before we pay such an invoice, it is worth knowing what the difference between the offer and the invitation to conclude a contract is.

To do this, you need to answer a few questions:

  1. Have you consented to the conclusion of the contract?
  2. Was the price for the service agreed during the interview?
  3. Has it been agreed between which entities the contract is to be concluded (did the caller provide the company details or did you provide your company details)?
  4. Has it been established what is the subject of the service?


If the answer to even one of these questions is no, there is a chance that the contract has not been successfully concluded. This is due to the provisions of the Civil Code, Art. 66 of the Civil Code specifies that the offer consists of two elements: a proposal to conclude a contract and the contractor’s consent to its conclusion. Importantly, if an offer is made by telephone or e-mail (so-called distance communication), it must be accepted immediately by the other party. If the entrepreneur agrees to send him the terms of cooperation during the telephone contract, it does not mean that he has concluded the contract.

It is worth emphasizing that the offer must also contain significant provisions of the contract. Failure to provide it, or at least the mere presentation of an advertisement for the proposed services or their proposals, will only constitute an invitation to conclude a contract, which was confirmed by the Supreme Court in the judgment of June 17, 2010, file ref. III CSK 297/09. The most important element of most contracts is the price, if it has not been agreed by the parties, it cannot be assumed that any contract has been concluded.

In summary, if you, as an entrepreneur, receive an electronic invoice for a service that you did not want and for which you did not agree, you should not pay. It is worth contacting such a contractor and telling him that you did not agree to the conclusion of the contract, but only to send folders / advertising samples. Additionally, after sending the materials, you did not confirm your willingness to conclude the contract. It should also be emphasized that you have not established the price of the service, which is an essential provision of the contract. At the very end, it is worth reminding the contractor that if he decides to conduct a lawsuit, he will have to prove that you have set the price and that you have agreed to be bound by the contract, which you are questioning.