Reservation agreement and developer agreement: contents and withdrawal rights

A Polish new-build purchase usually involves two contracts. The umowa rezerwacyjna (reservation agreement) is optional, must be in writing and holds a flat for a set period against a fee of at most 1% of the price. The umowa deweloperska (developer agreement) is a notarial deed that binds both sides, must contain a long list of terms set by the Developer Act, and can be withdrawn from only on specific grounds. There is no general cooling-off period for either.

This article is information, not legal advice. It reflects the Developer Act as in force in November 2026.

The two contracts side by side

	Reservation agreement	Developer agreement
Required?	No	Yes, for an off-plan purchase
Form	Written, otherwise void	Notarial deed
Main purpose	Hold the flat while you arrange financing	Commit both sides to build and transfer the flat
Payment	Reservation fee, max 1% of the prospectus price	The price, in stages, into the escrow account
Prospectus before signing?	Yes	Yes
Entered in the land register?	No	Yes, your claim goes into section III
Can you transfer it to someone else?	No, except to close relatives (tax groups I and II)	Only within limits set by the act
Costs	None set by the act	Notary and court fees split 50/50

The reservation agreement

What it must contain

• the parties;
• the price of the flat;
• the reservation fee, if any;
• the reservation period;
• the location of the flat in the building;
• the usable area and the room layout.

The reservation period must be long enough for you to obtain a credit decision. If you need a mortgage, ask for a period that matches the bank's processing time.

The reservation fee

The fee may not exceed 1% of the price given in the prospectus. It counts towards the price, and once you sign the developer agreement the developer must move it to the escrow account within 7 days.

The developer must return the fee promptly if:

• a bank refuses you a credit decision or a positive creditworthiness assessment;
• the developer does not perform its obligations under the reservation agreement;
• the developer changed the prospectus without telling you.

If the developer fails to perform, it returns the fee double.

Watch out: the Developer Act regulates only this capped reservation fee. If a developer asks for any other deposit, zadatek or "booking payment" before the developer agreement, ask a lawyer before paying. Clauses less favourable to the buyer than the act are void.

The developer agreement

Form and costs

The developer agreement must be a notarial deed, and so must any later assignment of your rights under it. The notary's fees for the deed (including copies issued at signing) and the court fees for the land-register entry are split equally between you and the developer. After signing, your claim to the flat is entered in the land register.

What it must contain

The act lists the mandatory content. The key items are:

1. The price, expressed as usable area multiplied by the price per m² (for contracts signed since early 2026).
2. The legal status of the land: owner, mortgages, easements.
3. A description of the building and the flat, its location, usable area, and the scope and standard of finishing.
4. The date of transfer of ownership.
5. Payment amounts and dates, and the escrow bank and account number.
6. The rules on DFG contributions.
7. The building permit number, whether it is final and whether it has been appealed.
8. The start and end dates of the works.
9. The conditions for withdrawal.
10. Interest and contractual penalties.
11. How the area will be measured.
12. Your statement that you received the prospectus.
13. How and when you will be notified about the handover.
14. The mortgage creditor's consent (or promise) to release the flat, if the land is mortgaged.
15. Information about the reservation fee, if you paid one.

The prospectus and its annexes are an integral part of the agreement. If anything in the prospectus changed between delivery and signing, the change must be clearly marked in the agreement, and it binds you only if you agree.

Penalties: a balance the act imposes

Developers often charge interest if you pay late. The act says the developer's interest may not be higher than the contractual penalties you can claim from the developer. If the contract has neither, the developer owes you compensation equal to statutory interest. Compare the two clauses side by side.

Selling your contract to someone else

You may assign your claims under the developer agreement only within limits: it must concern one flat, and you may not have made another such assignment in the previous three years. There is an exception for family members. The details are technical, so ask a lawyer before planning to sell a contract before completion.

When you can withdraw from the developer agreement

There is no right to walk away simply because you changed your mind. You can withdraw only on the grounds listed in the act.

Ground	Deadline
The agreement lacks mandatory content	30 days from signing
The agreement is inconsistent with the prospectus	30 days from signing
You did not receive the prospectus or its changes	30 days from signing
The prospectus data are untrue or incomplete	30 days from signing
The mortgage creditor's consent to release the flat is missing	60 days
Late transfer of ownership	After you set an extra 120-day deadline that also passes
The escrow bank is not replaced in time	As set by the act
An unremedied significant defect, or one confirmed by an expert	As set by the act
The insolvency trustee demands performance in some cases	As set by the act

If you withdraw because of late transfer, you keep your right to the contractual penalty.

How to withdraw

1. Write the declaration in writing, with your signature certified by a notary.
2. Include your consent to delete your claim from the land register.
3. Deliver it to the developer and keep proof.

The developer must repay money already released to it from an open escrow within 30 days. If it does not, the Developer Guarantee Fund can step in for open-escrow buyers. How that works is in open vs closed escrow.

When the developer can withdraw

The developer may withdraw if you do not pay after a written demand giving you 30 days, or if you fail to appear twice for the handover or the transfer deed, with the summonses at least 60 days apart. Keep your contact details up to date and answer every notice.

Finished flats sold directly

If the developer sells a finished flat with a direct sale deed, without a developer agreement, only part of the act applies: the prospectus duty, the reservation rules and the handover procedure. There is no escrow and no DFG. Make sure you know which contract you are signing.

Where the contracts fit in the purchase is shown in buying from a developer step by step, and checks to do before signing are in how to check a developer. Handover rights are explained in the handover checklist, and short answers are in buying from a developer: questions and answers.

Check before you sign

1. You received the prospectus before the reservation, and the date is recorded.
2. The reservation fee is no more than 1% of the prospectus price.
3. The reservation period leaves time for a credit decision.
4. Every item from the mandatory list appears in the draft developer agreement.
5. Changes from the prospectus are visibly marked.
6. The developer's interest for late payment is not higher than its penalties for delay.