A short text on how to open your own business
When thinking about starting a business, one of the first steps should be to come up with:
– the name of the company, product or service, and
– its graphic representation in the form of a logotype.
However, before you begin to order a logo from a graphic designer and invest in the chosen identification of your business, it is better to study whether the name you invented does not violate the rights of other entities and whether you will be able to use it freely on the market and on the internet. Not one start-up after entering the market had to change the name or logo, and this unnecessary costs, delay and stress.
Here, if you plan to check yourself, it is worth searching the databases of registered and registered trademarks maintained by:
– The Polish Patent Office (www.uprp.pl),
– Office for harmonisation in the Internal Market (www.oami.europa.eu )
– The World Intellectual Property Organisation (www.wipo.int )
Access to these databases is free of charge.
It is worth searching in Internet search engines and company registers i.e. KRS (National Court register – https://ems.ms.gov.pl/krs/wyszukiwaniepodmiotu ) and CEIDG (Central Business Records and information – www.ceidg.gov.pl ) companies with a similar name operating in a similar sector of the market. Access to these databases is also free of charge.
If you do not find entities with a similar name in the same industry during the survey, the path to using the name is free.
At the next stage, it is worth thinking about registering a trademark in order to consciously build the intellectual value of the company. When choosing a trade mark, it should be borne in mind that a mark exclusively descriptive of a product or service (i.e. a mark consisting only of elements that can be used in trade to indicate, for example, the type of goods, their origin, quality, quantity, value, destination, method of manufacture, composition, function or usefulness) will not be reserved. So it is worth choosing a fancy sign for your business or products.
In manufacturing, it is important to obtain the protection of innovative designs or patents. Here you need to register m.in. new design or solution. So do not delay with registration, if you managed to create an innovative product. A lot of practical information can be found on the website of the UPRP and EUIPO (European Union Intellectual Property Office) (https://euipo.europa.eu/ohimportal/pl/).
Legal form of activity
This is a fundamental issue.
Do you plan to act alone or with partners? What do you plan to achieve in the next few years and how much money to invest in the company?
It is worthwhile to establish the rules of cooperation at the beginning, write them down and choose the legal form of the activity for the company development strategy adopted by you. There are many possibilities, from a civil partnership, which is a contract concluded between two entrepreneurs, and the company does not create a properly separate entity from the partners (i.e. it is not, in principle, an entrepreneur independent of the partners, who can incur obligations on his own account), through a personal company (e.g. an open or limited partnership), where there is already its liabilities, to a capital company (e.g. spółki z o. o.), which is an independent entrepreneur and where the partners are not responsible for its liabilities, are only obliged to make a capital contribution. Each form has its advantages, limitations and costs. It is, of course, possible over time to transform the company into another legal form.
Internet services terms and conditions
If you provide services electronically (e.g. via an online platform or shop), you will need the terms and conditions of these services, which should be easily and permanently available on the website. In the rules of procedure, you should inform the service users about a number of issues. It can be combined with the rules referred to in the next point (describing the obligations towards the consumer).
Before you start selling services or products to consumers, it is necessary to prepare terms and conditions or general terms of contracts that clearly describe the principles of this sale and provide consumers with their rights related to the purchase of a service or product from you (m.in. they will inform you about a number of issues, such as your company details, price, terms of delivery, complaint policy, right of withdrawal).
In addition, already shaping the sales process, you should take into account the rules of contracting with consumers (e.g. it is necessary to provide the consumer with the required information on a durable medium, i.e. e – mail containing a PDF file with the rules-if it contains all the necessary information).
When writing the rules of procedure, it is necessary to avoid provisions that shape the situation of the consumer in a manner contrary to good manners and grossly prejudicial to his interests. These provisions, if not individually agreed with the consumer, do not bind him and are the so-called.
A number of institutions monitor entrepreneurs for compliance with consumer rights. The competition and consumer protection authority can impose high penalties (up to 10% of turnover) for violations of consumer rights, so it is worth regulating this issue accordingly.
On the website of UOKIK – www.uokik.gov.pl -you can find (I) practical guides on the obligations of traders, and (II) a register of illegal contractual clauses-it can verify which clauses have already been found to be illegal.
Copyright and know-how
Often intellectual property rights (m.in. copyright) is a fundamental value of your company, so it is important to guarantee the rights to your works at the stage of creation.
This applies both to securing cooperation with contractors and to protecting the company from the actions of disloyal employees. The employer, as a rule, obtains rights to works created by his employees. However, this rule no longer applies when the creation of a work has been commissioned by a subcontractor or an associate who does not work for the employment contract.
So remember that for the effective transfer of copyrights to works (m.in. computer program, graphics, photos) it is usually necessary to conclude a contract in writing and indicate the fields of operation. In any case, it is also worth regulating the issue of remuneration for the transfer of copyright.
In contracts with employees, you should ensure that business confidentiality is protected (i.e. indicate which company information should be treated in this way) so that once the market is successful, confidential information about your business is not made available to and used by competitors.
Personal data protection-database of clients and potential clients
Business does not exist without customers, and information about specific customers who are individuals is so-called personal data. As an entrepreneur, you have a number of responsibilities related to the collection and processing of personal data, and further disclosure to business partners or subcontractors. Among other things, you should:
– provide customers with relevant information about the rules for processing their personal data
– secure the processing of data, including the implementation of a written Security Policy, Information Systems Management instructions and the authorisation of employees to process personal data
– to obtain the client’s consent to the processing of his personal data or to have another basis for the processing of data (such a basis exists when executing a contract with the client or with employee data)
– register the database with the office of the inspector general for personal data protection (giodo), unless you have appointed an information security administrator. Most often, at least, (I) the customer database related to the execution of the agreement, and (II) the database of email addresses processed for sending the newsletter requires registration with giodo. You can start processing your personal data after you submit your data collection to giodo.
Failure to comply with these obligations may constitute a criminal offence.
On the GIODO website – www.giodo.gov.pl -you can find guides on the rules for the processing of personal data
Direct sales and marketing
The transmission of promotional and advertising information to customers is subject to the strict provisions of telecommunications law and the law on the provision of services by electronic means. It is necessary to obtain further approvals for this purpose. It is worth to adapt to them otherwise you may face a penalty of up to 3% of income.
Author: Emilia Stępień
I specialize in personal data protection, intellectual property law, it and new technology law, competition and consumer protection law, economic and civil law, commercial law.