Publication date: February 25, 2026
Competition and consumer protection are a crucial issue for businesses and the consumers who use their services. On July 7, 2025, the President of the Polish Office of Competition and Consumer Protection issued two binding decisions against PayPal.
A PayPal account created by a user acts as an electronic wallet integrated with their bank account. A payment card can be linked to this virtual wallet. Besides connecting their bank card, the user can simply top up their digital wallet using funds from their own, previously held bank account. Furthermore, the services offered by this application include the ability to exchange currencies – currently, payments in over 20 currencies are possible.
Unfortunately, on the other hand, it’s impossible not to encounter consumer opinions discouraging people from using the company’s services. Confusion over the company’s unfair practices persists not only in Poland. According to information from various sources, a forum has even been established for users dissatisfied with the lack of integrity in PayPal’s market operations.
In Poland, matters of unfair market conduct by entrepreneurs towards consumers are dealt with by the President of the Office of Competition and Consumer Protection (hereinafter referred to as the President of the Office of Competition and Consumer Protection) with the assistance of the Office for Competition and Consumer Protection (auxiliary body to the President). This office was established by the Act on Competition and Consumer Protection of 16 February 2007 (Journal of Laws of 2007, No. 50, item 331). Not only does the Act establish the office itself, but it also provides its holder with a range of possible actions to enforce obligations arising from so-called semi -imperative provisions (ensuring a certain minimum protection for the weaker party, in this case consumers) by, for example, authorizing the issuance of decisions requiring an entrepreneur to take actions aimed at eliminating an unlawful state of affairs, refraining from further infringements, and providing appropriate compensation to consumers affected by a given practice.
However, explaining all the possible actions is not the subject of this article. Rather, the purpose of this text is to cite the last two decisions recently issued by the President of the Office of Competition and Consumer Protection (UOKiK) against PayPal.
First and foremost, it is worth mentioning that, as noted above, the company has been the subject of significant controversy related to its practices. In addition to two binding decisions, the content of which will be cited later in this text, the company has already been subject to one significant fine. The reason for the decision by the President of the Office of Competition and Consumer Protection (UOKiK) was the company’s use of prohibited contractual provisions in its contracts.
Prohibited contractual clauses are provisions considered null and void if they are deemed so by the President of the Office of Competition and Consumer Protection. Provisions regarding prohibited contractual clauses are contained in the Civil Code, which contains a non-exhaustive list of such clauses, and in the register of prohibited contractual clauses maintained by the Office of Competition and Consumer Protection. The definition of a prohibited contractual clause is contained in Article 3851, which defines them as provisions not individually agreed upon with the consumer, shaping the legal relationship between the parties, contrary to good practice and grossly infringing the consumer’s interests. Importantly, this inconsistency, in conjunction with Article 3852 of the Civil Code, is assessed at the time of conclusion of the contract. Under other provisions of the Code, these provisions are not binding on the consumer. The rest of the contract, of course, remains in effect.
Such provisions will most often appear in standard contract forms, which can be described as a “means of wholesale contract conclusion” commonly used by service providers with large customer bases, such as banks. Protective provisions are justified by the contractual advantage of the entrepreneur over the consumer.
Returning to the first case involving the above-mentioned company, the clauses used by PayPal in consumer contracts were deemed abusive and resulted in a fine of PLN 106.6 million imposed by the President of the Office of Competition and Consumer Protection (UOKiK). The decision was based on very general conditions, under which the company could impose high fines on users of up to USD 2,500 or more, block funds in a given account at the company’s discretion for an indefinite period, close the account, and “blacklist” (i.e., potentially deny service in the future). These vaguely defined prohibited actions meant that consumers were unsure of their situation and what to expect – too many actions were subject to the trader’s discretion, and according to existing requirements, contractual provisions should be as transparent, clear, and understandable to consumers as possible, ideally to such an extent that the weaker contracting party could clearly define what to expect in the event of an action contrary to the contract.
Let us therefore move on, after outlining the profile of PayPal and the consumer law controversies related to this entity, to discuss the most important issue in this article, i.e. the analysis of the last two decisions obliging the company to take specific actions and the legal basis for these decisions.
To introduce the analysis of the decisions issued by the Polish authority, it is necessary to cite the legal basis for the first decision[1], namely Article 24 in conjunction with Article 28 of the Act on Competition and Consumer Protection (Journal of Laws 2024, item 1616). The first provision prohibits the use of practices that violate collective consumer interests, as set out in paragraph 1. Paragraph 3, however, indicates what does not constitute a violation of these interests, namely, the violation of individual consumer interests. Furthermore, it is important to indicate here what the concept of violation of collective consumer interests encompasses in case law, the role of which is quite significant given the open-ended catalogue of such actions. The latest Supreme Court judgment indicates that not only a violation, but also a state of threat of violation, falls within this concept[2]. In addition, the collective nature of the infringement was also specified by the jurisdiction[3] (“In the light of Art. 24 sec. 1 of the Consumer Protection Act , the concept of “collective consumer interest” covers the infringement of consumer interests by the entrepreneur’s conduct, which is not undertaken towards individual consumers, but towards a specific group of entities (group of entities) that are consumers”).
The obligations of the non-consumer party towards consumers can be inferred by interpreting the provision of Art. 24 sec. 2 of the Act a contrario, from which it follows that the entrepreneur complies with the prohibition of infringing collective consumer interests if he provides consumers with reliable, full and true information, does not use unfair market practices[4] and actions constituting acts of unfair competition[5], and does not propose the purchase of financial services inconsistent with the needs of these consumers, determined on the basis of the characteristics of these consumers and in a manner inadequate to their nature. The second basis for issuing a decision by the President of the Consumer Protection Act is Art. 28 sec. 1, the obligation to submit on one’s behalf a commitment to refrain from making or taking specific actions in the event that, based on the circumstances of the case, a violation of the prohibition on infringing collective consumer interests is likely. In § 2 of the provision, the legislator authorizes the President of the Office to issue a decision requiring a professional party to a legal act to make a specific declaration or perform obligations.
Another important issue is the infringement committed by PayPal. This is important for cultivating consumer legal awareness and serves as a prelude to the analysis of the relevant provisions of the decision in points 2 to 11 of the President’s first decision. The Polish authority, pointed to the infringement of collective consumer interests through a violation of the provisions of the Payment Services Act. The company’s unlawful action consisted of a violation of Article 26, paragraph 1, in conjunction with Article 29, paragraph 1, of that Act.
What obligations do these provisions impose on entities providing such services? The first provision requires compliance with the information obligation by providing a paper version or a durable electronic medium. There is no doubt about the requirement for a paper version of the document, but the meaning of the term “durable electronic medium” may be unclear. Fortunately, Article 2, paragraph 30 of the same act provides a legal definition of this term. This refers to a medium that allows the user to store information addressed to them in a manner that allows access for a period appropriate to the purpose of producing the information and allows for the reproduction of the stored information in an unchanged form – as specified in the regulations. The President of the Office of Competition and Consumer Protection (UOKiK) cites a paper document, a memory card, a flash drive, an email message, or an attached file, e.g., in PDF format, as examples of such a medium.[6] It is important to note that a hyperlink alone does not meet the requirements of a durable electronic medium, as changes can be made on the website without the consumer’s knowledge before accepting the new terms. Furthermore, the Office of Competition and Consumer Protection (UOKiK) website provides supporting criteria for cases where there are doubts about the correctness of providing mandatory information via a durable medium. According to these guidelines, these criteria include the impossibility of making changes, direct access to the content in a timely manner (even after the contract is terminated), and trouble-free reproduction of the content in an unchanged form.
The second qualification of infringements used is Article 29, paragraph 1 of the Act, which states that the payment service provider should notify about planned changes to the contract no later than 2 months before the proposed planned changes come into force.
This is precisely the content of the decision “DECISION No. RPZ 2/2025”[7] issued by the President of the Office of Competition and Consumer Protection. Point 1 of the decision states that the decision constitutes a unilateral commitment by PayPal to implement certain remedies, which will now be listed in turn. These actions are to be directed (as stated in point 1 of the decision) towards Polish Personal Account Holders who have a Polish Personal Account that is open on the date of fulfillment of the obligation in question, or who had a Polish Personal Account that was terminated or closed after January 1, 2019, but before the date of fulfillment of the obligation in question.
The first obligation related to the implementation of the decision is to refrain from further violations, referred to in Article 28 of the UOKiK, of the provisions contained in the violated provisions of the Payment Services Act (item 2 of the decision). Therefore, in the next case of unilateral amendment of the agreement, the company is obligated to send a Polish-language version of the amendment on a durable electronic medium. This is intended to dispel any doubts regarding the new agreement and to meet the conditions of clarity, comprehensibility, and transparency referred to in Article 26 of the Payment Services Act. The company is also obligated to inform the consumers affected by the decision (Former and Current Holders of Polish Personal Accounts) of the ineffectiveness of the unlawful amendments to the agreements that entered into force on January 1, 2019, in accordance with the detailed requirements set out by the President of the UOKiK in items 7-9 of this decision.
It is noticeable that the regulatory body wanted to ensure there were no doubts regarding the interpretation of the decision’s provisions, even by establishing templates for specific declarations and information to be provided by PayPal to specific groups of consumers. It is also worth noting that the declarations contain a device that appears to stigmatize unfair practices that violate collective consumer interests by publishing a link to the decision text and by “admitting” in a public statement that a decision requiring specific omissions from the regulatory body had been issued. Generally speaking, paragraphs 7 to 9 of the decision are not intended to address substantive issues, but merely to provide templates for declarations and “formal” requirements for implementing the issues indicated in other, more substantive paragraphs.
The next step the company was obligated to take was a key issue: the refund of fees charged under the amendments introduced to the agreement based on the prior modification clause, which was deemed abusive under Article 385§1,which defines an open-ended list of prohibited provisions. The fees introduced by PayPal included an inactivity fee, a fee for withdrawals to a US account, and currency exchange rate increases. It is also worth mentioning that this refund did not apply solely to the value of the increases, but was to be increased by 50%. Therefore, the company was obligated to refund 150% of the total value of the additional fees charged as a result of the application of the abusive modification clause. The refund was to be made to Polish Personal Accounts, but only if they had not been excluded. Whether an account has been disabled or not is determined by the following criteria: it is subject to a valid freezing, or seizure order issued by appropriate public authorities to prevent the movement of funds from or seize funds from certain accounts, or it is blocked as a result of sanctions imposed and enforced by government authorities or international organizations in jurisdictions in which PayPal is licensed or operates, or PayPal has filed a Suspicious Activity Report or Suspicious Transaction Report with the appropriate authorities . Transaction Report) from January 1, 2019 (as a reminder, this is the date of the introduction of changes infringing the collective interests of consumers), in accordance with applicable regulations. Furthermore, the amount of this refund is to be calculated individually by each customer, which means there is no option to collectively estimate the fees charged, divide them by the number of consumers, and allocate them equally to each. The President of the Office of Competition and Consumer Protection (UOKiK) anticipated the risk of the supervised body making its work easier at the expense of the individual interests of more disadvantaged consumers. In such a case, it is important to realize that more than one consumer could become enriched by the effects of the decision (one consumer would receive more in relation to the fees charged and become richer, but another consumer could receive much less than they lost if the estimated refund value were divided equally). This preventive measure also aligns with the principle that one cannot enrich oneself from harm. The deadline for repayment is 10 months. As noted in the decision, consumers do not need to take any legal action to obtain a refund, such as submitting a declaration of intent to receive a refund of amounts charged under the abusive clause. The refund procedure also took into account the case of individuals who have stopped using PayPal services. Those eligible for a refund were divided into two groups: Former Personal Account Holders and Existing Personal Account Holders. The former group was to receive a message to their last registered email address to establish the contact necessary to obtain a refund. This message was to contain a link to a dedicated payment service through which the refund was to be processed. According to the guidelines specified in the decision, this link was to be active for the next three months, during which the consumer could select a payment method and “seal the refund” without having to create a separate account (this is, of course, related to the requirement that consumers not take any action). The entire refund procedure, initiated by contacting them via this link, was to be completed within 72 hours of selecting the payment method. Furthermore, as part of its strictly information obligations, PayPal must inform all Former and Existing Personal Account Holders that, pursuant to the President of the Office of Competition and Consumer Protection, they are entitled to a refund of benefits.
The next obligation imposed by the first UOKiK decision was, of course, to discontinue the clause on additional fees for withdrawals to an American Bank account and the Inactivity Fee (changes introduced on December 16, 2020), as well as the increases in the inter-currency exchange rate introduced on January 1, 2019 (i.e., BFX, SFX, and AFX). PayPal was also required to reduce the BFX exchange rate fee to 2% for existing Personal Account Holders for a fixed period, the end of which was set by the authority at the time consumers recover 50% of the benefit referred to above. This decision deemed this provision abusive and cannot be used in consumer transactions within the meaning of Article 385 § 1 of the Civil Code.
Moreover, in the scope of issued commitment decisions, it is possible to specify the requirement of information obligation in the form of sending reports on the progress and implementation of activities to the President of the Office of Competition and Consumer Protection, which the control body has done.
The subject of the second decision issued that day by the President of the Office of Competition and Consumer Protection (UOKiK) concerned the same event, but concerning a different aspect of the case. The prohibited fee provisions referred to in the above discussion of the first act were issued as a result of the introduction of a modification clause to the agreement, which read as follows:
“PayPal may make changes to this User Agreement and the other documents listed above from time to time.”
At first glance, such a clause seems somewhat vague. It is unclear what the time periods after which the contract can be amended are. The form of such an amendment is not specified in the modification clause, and the scope of such amendments is not specified. Such a contractual provision lacks transparency, comprehensibility, and unambiguity, nor does it clearly define the consumer’s situation or the extent to which they could be harmed by new provisions introduced “from time to time.” This is not the way consumer contracts are constructed.
The subject of this decision was to recognize the above contractual wording as abusive, which is not binding under the Polish Civil Code. The legal basis for determining the abusiveness of the clauses is Article 23a of the Consumer Protection Act and Article 358 § 1 of the Civil Code.
Due to the similarity of the measures used in each of the decisions, it is worth focusing in the second case on the premises indicated by the authority as determining whether a given clause may constitute an unlawful provision.
Generally speaking, there is no significant difference between the obligations contained in the first decision and those contained in the second. In this case, the actions listed therein also boil down to informing affected consumers after the decision is issued and the clause’s ineffectiveness against them, committing to refunding funds collected as a result of these provisions, issuing informative statements, discontinuing the use of the clause in question, and committing to compensation. Furthermore, PayPal committed to establishing a website with frequently asked questions and to organizing a dedicated customer service department to ensure its proper operation.
In the justification for the decision, the President of the Office of Competition and Consumer Protection (UOKiK) outlined the factors that influenced his assessment of the prohibited provision in question. He cited the violation of public interest, the violation of Article 23a of the UOKiK, the inconsistency of the modification clause with good practice, and the gross violation of consumer interests.
The justification states that the entire matter is undoubtedly of a public law nature, therefore the basis for the President of the Office to initiate action is fully valid. Furthermore, it should be noted that after receiving notification of the initiation of the proceedings, the company declared its willingness to resolve the matter amicably, and a meeting was organized between company representatives and UOKiK staff. Following the arrangements reached during these deliberations, the President of the UOKiK decided to issue a decision under Article 23c of the UOKiK . In this procedure, the entrepreneur, on his own initiative, undertakes to take appropriate action before the authority issues a decision under
Article 23b of the UOKiK, i.e., to deem the contractual provision abusive. Furthermore, and for practical purposes, it is worth noting the grounds for deeming a contractual provision abusive, which are listed in the justification, namely:
In its decision, the authority also shows how these conditions were met, which is a significant element of justification and has substantive and practical value for entrepreneurs.
Ad. 1) The justification for this premise includes a reference to the Entrepreneurs’ Law Act. This refers to the legal definition of an entrepreneur, namely that an entrepreneur is a natural person, a legal person, or an organizational unit without legal personality, to whom a separate act grants legal capacity, conducting business activities (profit-making and organized activities carried out by one of the listed entities on a continuous basis and on its own behalf). This is an issue regulated in Art. 4 sec. 1 and Art. 3 of the Entrepreneurs’ Law.
Ad. 2) In this case, however, a restrictive interpretation should be applied, in accordance with the Supreme Court’s case law.[8] The parties’ principal obligations are those directly aimed at fulfilling the obligations arising from the concluded contract. In practice, as the court emphasized, these are usually the price and the subject of the parties’ obligations under such an agreement. The PayPal case does not concern provisions concerning principal obligations, but merely a modification clause. Such a provision does not apply to principal obligations, which is beyond any doubt, as it is not intended to fulfill the obligations directly arising from the contract.
Ad. 3) When analyzing this premise, the justification indicates that the authority must conduct an abstract review of the standard form contract. Therefore, it is irrelevant whether the standard form was individually agreed upon or not, but the fact that it was introduced at all.
Ad. 4) Good practice is a general clause, the interpretation of which requires reference to the moral and ethical rules in force in society at the time of the assessment. In contractual practice, these moral and ethical assessments take on a slightly different meaning. Here, one can speak of a certain commercial integrity and the principles of balance between the parties. It is considered contrary to good practice to exploit a weaker contracting party and shape their obligations in a way that obviously outweighs the obligations of the other contracting party (naturally, the same applies to rights). If such a situation arises, when constructing a given contract, it is safest to structure it so that the rights of one party correspond to the obligations of the other. In the present case, these conditions are not met. A clause granting one party (considered stronger in contracting due to its status as an entrepreneur) the ability to immediately amend the contract by unilateral act is contrary, and even manifestly contrary, to good practice.
Ad. 5) As for the rules of interpretation relating to the consumer, a broad interpretation should be applied, given the purpose of the Consumer Protection Act, which is to protect the collective interests of consumers. The concept of a consumer’s “interests” should be interpreted broadly, not only as an unfavorable development of their economic situation. Aspects such as organizational inconvenience, loss of time, disorganization, misleading, unfair treatment, or violation of the consumer’s privacy should also be taken into account[9]. However, here we are dealing with a contractual imbalance for reasons related to the issues mentioned above in Ad. 4).
In the opinion of Polish Authority, all these conditions were met, therefore the situation justified issuing a decision to recognize this clause as prohibited.
The obvious conclusion from the decisions discussed above is that the company faces challenges in ensuring fairness in consumer transactions. It’s incomprehensible why a business would introduce provisions that should seem suspicious even to someone unfamiliar with consumer protection principles in contracts. Such provisions should be considered wary. Above all, it seems that a good measure to counteract such practices is to raise consumer legal awareness, publicize such practices, and report such actions to the Office of Competition and Consumer Protection, even if the entity is financially and organizationally powerful.
[1] (DECISION No. RPZ 2/2025).
[2] See Resolution of the Supreme Court – II NSKP 48/23.
[3] See Judgment of the Court of Appeal in Warsaw – VII AGa 350/20.
[4] Act on Counteracting Unfair Market Practices (Journal of Laws 2023, item 845).
[5]Act on Combating Unfair Competition (Journal of Laws 2022, item 1233).
[6] See https://uokik.gov.pl – “Prohibited changes to the contract – refunds and compensation from PayPal ” – entry date: 09/07/2025.
[7] https://uokik.gov.pl/Download/1329
[8] Judgment of the Supreme Court of 8 June 2004, file reference number I CK 635/03.
[9] Judgment of the Supreme Court of 8 June 2004, file reference number I CK 635/03.