Decision No. 50/1 of 29 September 2026 regarding the petition registered with the National Financial Market Commission on 15 July 2026 concerning OCN MOGO LOANS SRL

REPUBLIC OF MOLDOVA
NATIONAL FINANCIAL MARKET COMMISSION
77 Stefan cel Mare si Sfant Blvd., Chisinau, MD 2012, tel: (373 22) 859 401, www.cnpf.md, e-mail: office@cnpf.md

DECISION
29 September 2026 No. 50/1

Regarding the petition registered with the National Financial Market Commission No. 5963 on 15.07.2026, in relation to OCN "MOGO LOANS" SRL

On 15.07.2026, within the framework of the National Financial Market Commission (CNPF), the petition [...] (debtor/consumer/borrower), with the documents attached to it, was registered (No. 5963), by which the intervention of the CNPF was requested regarding the legal relationship, mentioned below.

I. Factual Circumstances

1. The legal relationship between OCN "MOGO LOANS" SRL (creditor/professional) and
   the debtor was established on the basis of the Credit Contract [...] dated [...]
   (Contract), concluded for a term of 84 months, with the object of granting a non-bank credit in the amount of 5,939.00 EUR, the total value payable by the consumer constituting the sum of 15,515.65 EUR.
2. The essential conditions of the Contract include:
   2.1. the total cost of the credit, which includes:
   2.1.1. interest rate: fixed, 18.00 percent per annum;
   2.1.2. credit issuance commission: 539.80 EUR (10.00 percent of the credit amount, minimum 250 EUR);
   2.1.3. monthly credit administration fee: 59.38 EUR;
   2.2. effective annual rate (EAR): 45.32 percent per annum;
   2.3. payment method: annuity, the credit is repaid in installments, according to the Payment Schedule: in 84 installments;
   2.4. Annex No. 1, namely:
   2.4.1. single penalty for late payment: 10 EUR (calculated on the first day of delay for each monthly installment not paid on time);
   2.4.2. contract termination commission: 5 percent of the credit balance;
   2.4.3. early repayment commission: according to point 5.6 of the General Provisions;
   2.4.5 commission for processing documents related to traffic fines concerning the pledged asset: 2.50 EUR;
   2.4.6. commission for notifying the client regarding late payment or contract termination: 2.50 EUR;
   2.4.7. commission for concluding the contract anew: 7.5 percent of the credit balance;

2.4.8. commission for parking the car, which is the subject of the pledged asset:
40 EUR;
2.4.9. modification period fee: 1 percent of the credit balance, minimum
50 EUR, free of charge for the first time.

II. Procedural Circumstances
3. Given that part of the contractual relationship in question is OCN "MOGO
LOANS" SRL, according to the Order of the President of the CNPF No. 558 dated
03.08.2026 regarding the ex officio involvement of OCN "MOGO LOANS" SRL in
the administrative procedure, initiated by the petition [...], and the suspension of the administrative procedure, the creditor was involved in the administrative procedure, and was requested, by CNPF letter No. 05-5/3329 dated 05.08.2026, to present relevant explanations, a copy of the Credit File, as well as a copy of other documents related to it. At the same time, the administrative procedure was suspended until 17.08.2026 inclusive.
4. Consequently, on 17.08.2026, OCN "MOGO LOANS" SRL presented
the requested documents (registered at the CNPF with No. 7155).
5. Also, taking into account the imperative of conducting complete investigations,
which implies time for the meticulous examination of the evidence presented and the formation of objective and motivated conclusions, by the Order of the President of the CNPF No. 694 dated 25.08.2026 regarding the suspension of the administrative procedure, initiated by the petition [...], the administrative procedure was suspended until 06.09.2026 inclusive.
6. Concurrently, in order to ensure the exercise of the right of OCN "MOGO
LOANS" SRL to be heard within the administrative procedure, by CNPF letter No. 05-5/3880 dated 26.08.2026, it was informed about the possibility of presenting explanations and additional documents, related to the circumstances invoked in the petition.
7. Consistently, by the Order of the President of the CNPF No. 788 dated
07.09.2026 regarding the extension of the general term of the administrative procedure,
initiated by the petition [...] the general term of the administrative procedure was extended until 24.09.2026.
8. Subsequently, by the Order of the President of the CNPF No. 911 dated
22.09.2026 regarding the suspension of the administrative procedure, initiated by
the petition [...], the administrative procedure was suspended, and was requested, by CNPF letter No. 05-5/4577 dated 23.09.2026, the presentation of relevant explanations regarding the application of the commissions established in the Contract.
9. Consequently, on 29.09.2026, OCN "MOGO LOANS" SRL presented
the requested documents (registered at the CNPF with No. 8819).

III. Legal Circumstances
10. In accordance with Art. 37 para. (2) of Law No. 105/2003 on consumer protection (Law No. 105/2003), "(2) The National Financial Market Commission
controls the compliance by the subjects indicated in Art. 4 para. (2 1) of Law No. 192/1998 on the National Financial Market Commission with the provisions of Art. 1069 – 1081 of the Civil Code regarding contracts concluded with consumers and the finding of abusive clauses in contracts, upon the complaint of the consumer or ex officio, under the conditions of the law.".

11. According to Art. 1 of Law No. 105/2003, "consumer" is "any natural person
    who intends to order or procure or who orders, procures or uses products, services for needs unrelated to business or professional activity;".
    This same definition is also included in Art. 3 of Law No. 202/2013 on consumer credit contracts (Law No. 202/2013).
12. According to Art. 3 para. (1) and para. (2) of the Civil Code, "(1) Has the quality of
    consumer any natural person who, within a civil legal relationship, acts predominantly for purposes not related to business or professional activity. A natural person does not have the quality of consumer if the other party to the civil legal relationship does not have the quality of professional. (2) Has the quality of professional any natural or legal person of public or private law who, within a civil legal relationship, acts for purposes related to business or professional activity, even if the person does not have the purpose of obtaining profit from this activity.".
13. In accordance with Art. 16 lit. a) and lit. b) of Law No. 105/2003,
    "The consumer, when concluding contracts, has the following rights: a) to take free decisions when purchasing the product and the service, without having imposed in contracts abusive clauses or those that may favor the use of unfair commercial practices, capable of influencing his choice; b) to benefit from a clear and precise drafting of contractual clauses, including those regarding main characteristics and warranty conditions, with the exact indication of the price or tariff, as well as with the exact determination of credit conditions and interest rates;".
14. Moreover, the Civil Code establishes, in Art. 10 para. (1), that "(1) Natural and
    legal persons participating in civil legal relationships must exercise their rights and fulfill their obligations in good faith, in accordance with the law, with the contract, with public order and with good morals. Good faith is presumed until proof to the contrary.".
15. Complementarily, according to Art. 11 para. (1) of the Civil Code, "(1) Good faith
    is a standard of conduct of a party, characterized by correctness, honesty, openness and taking into account the interests of the other party in the legal relationship.".
16. In accordance with the provisions of Art. 1072 of the Civil Code, "(1) In a contract between
    a professional and a consumer, a clause that was not individually negotiated is considered abusive if it is proposed by the professional and significantly disadvantages, contrary to good faith, the consumer. (2) Articles 1077-1079 contain the list of clauses considered abusive in the contract between a professional and a consumer without the need for their evaluation according to para.(1) of this
    article and Art. 1075. (3) The lists provided by the articles mentioned in para. (2) will not be interpreted as exhaustive lists.".
17. Complementarily, according to Art. 1069 para. (1) of the Civil Code, "(1) A clause
    proposed by one of the parties is not individually negotiated if the other party could not influence its content, especially because it was drafted in advance, regardless of whether it is part of standard clauses or not.".
18. In accordance with Art. 1071 of the Civil Code, "(1) The person who presents
    clauses that were not individually negotiated is obliged to ensure that they are drafted and communicated in a clear and intelligible language, as well as being legible.
    This requirement applies to the text in its entirety, including footnotes, references to other texts or specifications of any nature. (2) In a contract between a professional and a consumer, a clause proposed by the professional with violation of the transparency obligation imposed by the provisions of para.(1) may be considered abusive only on this sole ground.".
19. Additionally, Art. 1075 para. (1) lit. (a) of the Civil Code establishes that, "(1) In
    the evaluation of the abusive nature of a contractual clause within the meaning of Art. 1072 para. (1), Art. 1073 and 1074, the following will be taken into account: a) compliance with the transparency obligation provided for in Art. 1071;".
20. Relevant are also the provisions of Art. 1075 para. (2) of the Civil Code, according
    to which, "(2) The evaluation of the abusive nature of clauses cannot refer to the object of the contract nor to the adequacy of the price or remuneration, on the one hand, relative to the goods, works or services provided in exchange for them, on the other hand, in the case where the transparency obligation provided for in Art. 1071 has been respected. The object of the contract and the relationship between price and quality can be taken into consideration in the evaluation of the abusive nature of other contractual clauses.".
21. Under the conditions of Art. 329 para. (1) of the Civil Code, "(1) In contracts with
    consumers, abusive clauses are null, as well as clauses by which one derogates from legal provisions from which it is prohibited to derogate to the detriment of the consumer (nullity for protection).".

III.A. CNPF Assessment
22. Analyzing the contractual clauses, the information from the documents presented by
the creditor and the debtor, in light of the requirements of Law No. 105/2003, Law No.
202/2013 and the Civil Code, in particular, in relation to the regulatory framework, stated above, the CNPF reveals the following:
22.1. Ab initio, the establishment of the quality of professional, which OCN "MOGO LOANS" SRL possesses in relation to the consumer, is claimed.
In accordance with the information from the State Register of Legal Persons, OCN "MOGO LOANS" SRL has, as its main object of activity, inter alia, the activity of granting non-bank credits, being registered in the Register of authorized non-bank credit organizations.
Thus, it is concluded that OCN "MOGO LOANS" SRL carries out the activity of granting non-bank credits, on a professional basis, based on the clauses and conditions offered by it, the contractual clauses being drafted in advance for a multitude of contracts.
22.2. Non-compliance with Law No. 202/2013 regarding the use of the notion "total value payable"
22.2.1. In this context, the erroneous presentation of the essential conditions of
the Contract is attested by operating with terms distinct from those provided for in Art. 3 of Law No. 202/2013. In this way, the creditor admits the presentation of information, in a distorted manner, to the consumer, which denotes non-execution of the obligation to present information from the contract in a clear and intelligible manner.
In this sense, it should be noted that, according to the definition provided in Art. 3 of Law No. 202/2013, the total value payable by the consumer is "the sum of the total value of the credit and the total cost of the credit for the consumer.".
In this case, it is found that the creditor incorrectly defined the total value payable by the consumer as "total costs related to the credit", a fact which misleads the consumer, whereas, according to the notion defined in Art. 3 of Law No. 202/2013, the total value of the credit – the total sums made available based on a credit contract, and the total cost of the credit are all costs, including interest, commissions, taxes and any other type of costs that the consumer must bear in connection with the credit contract and which are known to the creditor, with the exception of notarial fees. Therefore, relating the cited legal norms to the factual circumstances revealed, it is attested that the creditor violated the legal requirements for presentation, in a clear and precise manner, of information regarding the essential conditions of the Contract, which caused the erroneous information of the consumer regarding the total value payable and the total cost of the credit, applicable based on the Contract.
22.2.2. Complementarily, it should be mentioned that, in this case, between OCN "MOGO LOANS"
SRL and the debtor, a credit contract was concluded. According to the definition contained in Art. 1763 para. (1) of the Civil Code, this is a credit contract, by which "[...] a bank or a non-bank credit organization (creditor) undertakes to make available to another person (debtor) a sum of money as a loan, subject to its repayment, the payment of interest and other related payments, or assumes any other commitment to acquire a claim or to make a payment, to extend the repayment term of the debt or to issue any guarantees.". In this context, the use in the Contract of the words "loan", "lender" and "borrower", which are terms specific to a loan contract, is improper and may mislead the consumer in light of the legal effects, which it produces, whereas regulations regarding loans establish more favorable conditions for the debtor, with the potential to induce him to accept the conclusion of such a contract.
22.3. Non-compliance with the mandatory requirements of Art. 5 para. (2) lit. c) of Law No.
202/2013
At point 4 of Part I. Special Provisions of the Contract, it is established "Monthly credit administration fee (59.38 EUR)".
In this context, according to Art. 5 para. (2) lit. c) of Law No. 202/2013, "(2) Pre-contractual information is provided: […] c) through the form presented in Annex No. 1;" and, corresponding to Art. 5 para. (4) of the same law, "(4) Any other additional information the creditor provides to the consumer in a separate document, which may be attached to the form presented in Annex No. 1.". In this case, relating the legal norms to the factual circumstances revealed, it is attested that, although the Payment Schedule, attached to the Pre-contractual Information, includes information regarding the monthly payment of the credit administration fee, the cost in question is not found in the "Pre-contractual Information" form presented to the debtor. This information was not included in the "Credit Costs" box, depriving the debtor of the possibility to transparently analyze the pre-contractual information, under the conditions of the weight of this cost in the "Credit Amount".
22.4. Non-compliance with the mandatory requirements of Art. 10 of Law No. 202/2013
According to Art. 10 para. (3) lit. a) and lit. g) of Law No. 202/2013, "(3) The credit contract specifies clearly and concisely: a) the type of credit; [...] g) the effective annual rate and the total value payable by the consumer, indicated in bold (with bold characters) and calculated at the moment of concluding the credit contract; all hypotheses used for the calculation of this rate are mentioned;". In this case, the Contract does not specify the type of credit granted, it being indicated only in the "Pre-contractual Information" form. Also, in Part I "Special Provisions" of the Contract, the effective annual rate (45.32 percent) and the total value payable by the consumer (shown as "Total costs related to the credit" – 15,515.65 EUR) are not indicated in bold (with bold characters), as required by Art. 10 para. (3) lit. g) of Law No. 202/2013. Therefore, relating the cited legal norms to the factual circumstances revealed, it is attested that the creditor violated the requirements provided for in Art. 10 para. (3) lit. a) and lit. g) of Law No. 202/2013.
22.5. Non-compliance with the requirements provided for in Art. 20 para. (1) of Law No.
202/2013
According to point 5.5 of the Contract, "The Borrower has the right, at any time, notifying this in writing to OCN «Mogo Loans» SRL 5 (five) working days in advance, to repay early in full or in part the Contractual Payments[...]".
In accordance with Art. 20 para. (1) of Law No. 202/2013, the consumer has the right, at any time, to extinguish, in full or in part, the obligations arising from a credit contract, benefiting, in this case, from the corresponding reduction of the total cost of the credit. From the content of the norm it results that the right to early repayment can be exercised at any time during the contractual relationship, the law not conditioning the exercise of this right by respecting a minimum notice period for the benefit of the creditor. Moreover, point 5.5 of the Contract does not limit itself to establishing an obligation of notification, but requires that the notification be made 5 working days before repayment. Consequently, the consumer who requests the early extinguishment of obligations does not benefit from the effects of early repayment at the chosen moment, but only after the expiration of the term established contractually. Therefore, the term of 5 working days restricts the exercise of the right recognized to the consumer by Art. 20 para. (1) of Law No. 202/2013, in that it transforms the right to repay "at any time" into a right exercisable only after completing a minimum waiting period, established for the benefit of the creditor, which also influences the amount of the reduction of the total cost of the credit.
22.6. Non-compliance with the requirements provided for in Art. 15 para. (4) lit. c) of Law No.
202/2013
According to point 11.2 lit. h) of the Contract, it constitutes a case of non-performance, which entitles the creditor to declare the termination of the Contract, the situation in which "third parties present claims against the Borrower, the total sum of which exceeds 20% of the credit balance".
Also, point 9.6 provides that, in the event of the occurrence of one of the situations provided for in point 11.2 of the Contract, the creditor has the right to terminate the Contract by a written declaration of termination, granting a term of 15 days for the payment of contractual payments.
According to contractual definitions, "Contractual Payments" represent the payments due by the borrower according to the Contract, including credit payments, penalties and other payments. At the same time, "Credit Payments" include, as appropriate, monthly credit installments, "balloon" payment or single payment, depending on the repayment method applicable. Additionally, point 11.3 of the Contract establishes that "Termination of the Contract suspends the use of the credit balance by the Borrower, who is obliged to pay to OCN «Mogo Loans» SRL within the term indicated in point 9.6 the Contractual Payments, in the amount indicated in the termination declaration". The overall examination of the clauses provided for in points 9.6, 11.2 lit. h) and point
11.3 reveals that, although the Contract uses the notion of "termination", the effect
of the contractual mechanism consists in the early termination of the contractual relationship and in obliging the consumer to, within a term of 15 days, pay the contractual payments in the amount established in the termination declaration, which include credit payments.
Under these conditions, insofar as the termination declaration includes the credit balance, which, according to the Payment Schedule, was to become due later, and during the 15 days, the debtor is required to pay not only the payments due at the moment of declaring the alleged termination, it is attested that the contractual mechanism causes the loss of the benefit of the term and produces, from a functional aspect, the effect of declaring the early maturity of the credit. According to Art. 15 para. (4) lit. c) of Law No. 202/2013, it is prohibited to introduce in credit contracts clauses by which the creditor can declare the credit due early in the case where the consumer has not fulfilled his obligations according to other credit contracts, concluded with other creditors. Moreover, point 11.2 lit. h) of the Contract has a general formulation, referring to claims presented by "third parties", without excluding claims resulting from other credit contracts, concluded by the consumer with other creditors. Thus, the clause allows the application of the termination mechanism, provided for in points 9.6 and 11.3 of the Contract, including in the situation where the respective claims arise from non-performance of obligations related to other credit relationships. The fact that the Contract qualifies the mechanism as "termination" is not determining insofar as its concrete effect consists in obliging the consumer to the early repayment of the credit balance, under conditions proper to the declaration of early maturity. The legal qualification should be realized by relating to the effect produced by the contractual clauses, but not exclusively to the terminology used by the professional. Consequently, insofar as point 11.2 lit. h), combined with points 9.6 and 11.3 of the Contract, allows obliging the consumer to the early repayment of the credit balance, as a result of non-performance of obligations resulting from other credit contracts, concluded with other creditors, the clause contradicts the prohibition provided for in Art. 15 para. (4) lit. c) of Law No. 202/2013.
22.7. Abusive nature of certain contractual clauses, establishing various taxes and commissions
22.7.1. Corresponding to point 1 of Part I "Special Provisions" of the Contract,
the credit amount constitutes 5,398.00 EUR, and according to point 3 of the same part, the total sum of the credit is 5,937.80 EUR.
Also, point 2 of Part I "Special Provisions" establishes "Credit issuance commission (10% of Credit Amount, min. 250 EUR) – 539.80 EUR".
According to Art. 1071 para. (1) of the Civil Code, the person who presents clauses that were not individually negotiated is obliged to ensure that they are drafted and communicated in a clear and intelligible language. In accordance with para. (2) of the same article, in a contract, concluded between a professional and a consumer, the clause

proposed by a professional, may be considered abusive only on this single ground. In this regard, the obligation of transparency does not limit itself to the formal intelligibility of drafting a clause or to the numerical indication of the amount of a payment obligation. In the case of a clause that imposes a monetary obligation on the consumer, the contract must allow them to understand, by examining the clause itself and correlating it with other contractual provisions, the concrete mechanism for fulfilling the obligation, including the moment when it becomes due and the conditions under which the creditor is entitled to request payment.

In this respect, point 4.3 of Part II "General Provisions" of the Contract provides that "The Borrower agrees to pay O.C.N. 'Mogo Loans' SRL the Loan Origination Fee, according to the Payment Schedule'.

Therefore, the contractual clause itself conditions the fulfillment of the payment obligation for the fee on the content of the Payment Schedule, which represents the contractual document in which the consumer must be able to identify the time and method of fulfilling that obligation.

However, upon examination of the Payment Schedule, it is found that it does not contain the origination fee, does not itemize a payment corresponding to the amount of 539.80 EUR, and does not indicate the date or deadline by which this fee is to be paid.

Consequently, although the Contract indicates the existence and amount of the origination fee, it does not allow the consumer to determine the moment when the payment obligation becomes due and, implicitly, the method of fulfilling that obligation. The consumer cannot establish, based on the contractual clauses, whether that sum must be paid on the date of signing the Contract, at the moment of credit disbursement, along with one of the installments provided in the Payment Schedule, or at another time.

Moreover, the explicit reference in point 4.3 of Part II "General Provisions" of the Contract to the Payment Schedule legitimately creates the expectation that the payment term for the fee can be identified within it. The omission of the fee from the Payment Schedule thus leads to a lack of coherence between the contractual clauses and prevents the consumer from determining unequivocally the mechanism for fulfilling the payment obligation.

In the same context, it should be noted that the administrative file materials contain Payment Order No. […] dated […], according to which the consumer was disbursed the sum equivalent to 5,398.00 EUR, which attests to the withholding of that fee at the moment of disbursement, a fact that does not result from the Contract.

Therefore, point 4.3 of Part II "General Provisions", combined with point 2 of Part I "Special Provisions" of the Contract and with the Payment Schedule, does not meet the transparency requirement provided for in Article 1071 paragraph (1) of the Civil Code, inasmuch as the consumer is not placed in a position to determine, clearly and predictably, the moment when the payment obligation for the origination fee becomes due.

22.7.2. Annex No. 1 to the Contract contains a clause, in accordance with which the creditor may collect a "Commission for concluding the Contract anew – 7.5% of the Credit Balance, first conclusion anew – free".

In accordance with Article 1765 of the Civil Code, apart from interest, the parties may agree on a commission for services rendered in connection with the use of the credit. Therefore, establishing a commission presupposes the existence of an identifiable service related to the credit relationship, as well as the possibility for the consumer to determine its nature, the conditions under which the cost becomes due, and the extent of the payment obligation.

Although the clause sets the amount of the commission at 7.5 percent of the credit balance, the Contract does not define the notion of "concluding the Contract anew". In particular, from the contractual clauses, it does not result the circumstances that may determine "concluding the Contract anew", the conditions that justify and situations in which this may occur, the relationship of this operation with the existing Contract, nor the moment when the consumer incurs the obligation to pay that commission. Under the stated conditions, it is revealed that the aforementioned clause does not meet the transparency requirement provided for in Article 1071 paragraph (1) of the Civil Code, and, under the conditions of paragraph (2) of the same article, may be considered abusive only on this single ground.

22.7.3. According to Annex No. 1 to the Contract, the creditor is entitled to charge "Commission for contract resolution – 5% of the credit balance, for the contract that has been resolved at the initiative of O.C.N. «Mogo Loans» SRL" and "Commission for notifying the client regarding payment delay or contract resolution – 2.50 EUR".

In accordance with Article 1765 of the Civil Code, apart from interest, the parties may agree on a commission for services rendered in connection with the use of the credit. Therefore, charging a commission presupposes the existence of an identifiable service, and the consumer must be able to determine, from the content of the contract, the nature of the remunerated operation and the conditions under which it generates the payment obligation.

At the same time, according to Article 1071 paragraph (1) of the Civil Code, clauses that have not been individually negotiated must be formulated in clear and intelligible language. In the case of clauses that impose costs on the consumer, this requirement does not limit itself to indicating the name and amount of the payment, but presupposes the possibility of identifying, by examining the Contract as a whole, the operation that generates the cost, the moment of its collection, the limits within which it may be collected, as well as its relationship with other contractual costs.

In this respect, the Contract already establishes separately a "Credit Administration Fee", defined as the fee that must be paid "for the costs of credit administration, intended including advertising expenses or costs borne by partners/distributors of OCN «Mogo Loans» SRL". From the formulation of this definition, it results that such payment has a general scope, intended to cover costs related to credit administration, with certain categories of expenses borne by the creditor in this sense indicated by way of example.

The existence of this fee is relevant for the analysis of the transparency of additional commissions not insofar as it demonstrates, by itself, that notifications or resolutions are already remunerated through the administration fee, but insofar as it requires identifying the relationship between this general fee and the additional costs provided for in the event of non-performance, whereas the Contract does not specify clearly enough what the concrete activities or operations included in the administration fee are, and correspondingly, what are the distinct activities for which the notification commission is charged additionally.

Therefore, the consumer cannot determine from the contract whether the notification regarding payment delay constitutes a distinct operation, excluded from the scope of the administration fee and remunerated separately, or represents one of the activities related to the administration of the credit relationship.

The transparency problem is amplified by the fact that the clause regarding the 2.50 EUR commission does not establish whether this cost is charged for each notification transmitted, whether multiple notifications regarding the same delay can generate successive commissions, whether notification of delay and resolution constitute distinct generating facts, and whether there is a limit to the number of commissions that can be charged in connection with the same situation of non-performance.

Thus, although the individual amount of the commission is indicated, the extent of the payment obligation is not determinable with sufficient clarity at the moment of concluding the contract. The consumer may know that a notification is taxed with 2.50 EUR, but cannot anticipate, based on the clause, how many such costs may be generated by the same contractual situation and under what conditions.

This lack of delimitation is relevant, directly, in light of Article 1071 of the Civil Code, inasmuch as the obligation of transparency concerns not only the mathematical expression of the amount, but also the contractual mechanism, through which the payment obligation arises.

As for the "Commission for contract resolution – 5% of the credit balance", the clause does not identify a service provided to the consumer in exchange for this payment. Resolution represents, according to Article 921 paragraph (1) of the Civil Code, a right of the entitled party, exercised by declaration notified to the other party. Under these conditions, the mere effecting of resolution does not explain, by itself, the existence of a "service" provided to the consumer, within the meaning of Article 1765 of the Civil Code.

If it is argued that this commission remunerates the administrative operations carried out during resolution, the contract does not indicate the nature of these operations and does not allow the consumer to distinguish their cost from other credit administration costs. If, on the contrary, the commission represents a financial consequence of the consumer's failure to fulfill obligations, its legal nature must be examined and, if applicable, its compatibility with rules regarding clauses establishing disproportionate penalties for non-performance.

Furthermore, the method of calculating the commission – 5 percent of the credit balance – does not allow, by itself, identification of the remunerated service. The amount of the commission varies depending on the credit balance, but not depending on the nature, volume, or frequency of operations performed by the creditor during resolution. This circumstance is invoked not as a simple criticism of the remuneration amount, but as a relevant element for verifying whether the consumer can understand what contractual service constitutes the consideration for the sum owed.

Therefore, the analysis of the clauses should not be based on the premise that notification or resolution activities are necessarily included in "credit administration". Such a conclusion does not result sufficiently from the contractual formulation. The relevance of the administration fee lies in the fact that it creates the need for clear contractual delimitation between general administration costs and additional costs charged in the event of non-performance.

In the absence of this delimitation, the consumer cannot determine with sufficient certainty the nature of the remunerated service, the conditions under which the payment obligation arises, and the limits within which costs can be cumulated.

Consequently, the clauses regarding the commission for notifying the consumer and the commission for contract resolution do not allow determination with sufficient clarity of the nature and limits of the established costs, the services to which they correspond, and their relationship with other contractual costs. To this extent, those clauses do not meet the transparency requirement provided for in Article 1071 paragraph (1) of the Civil Code, and, under the conditions of paragraph (2) of the same article, may be considered abusive.

22.7.4. According to point 8.2 of the Contract, "After OCN 'Mogo Loans' SRL has received and analyzed the request for extension of the term, OCN 'Mogo Loans' SRL decides at its own discretion whether to accept or not the modification of the credit term and regarding the Extension Fee, notifying the Borrower in this regard. The extension fee will be applied and collected from the Borrower only in the event that the maturity changes by more than 30 days.".

Point 8.5 of the Contract provides, "Extension of the credit term applies and enters into force only after receipt by OCN 'Mogo Loans' SRL of the Extension Fee and signing by the Borrower of the new payment schedule".

At the same time, upon examination of the Contract, it is found that it does not establish the amount of the extension fee, the formula for its calculation, nor the objective and verifiable criteria on the basis of which the amount is to be determined.

In accordance with Article 1071 paragraph (1) of the Civil Code, clauses that have not been individually negotiated must be formulated in clear and intelligible language. In the case of a clause that imposes a cost on the consumer, compliance with this obligation presupposes not only indicating the existence of the cost, but also the possibility for the consumer to determine, based on the contract, the calculation mechanism and the extent of the financial obligation that may result for them.

Moreover, in this case, the consumer knows only that extending the term by more than 30 days may generate the payment obligation of an extension fee, without being able to determine, at the moment of concluding the Contract, the amount or limits thereof. Moreover, the formulation of point 8.2 of the Contract, according to which the creditor decides "at its own discretion", including regarding the extension fee, leaves the subsequent determination of the cost within the sphere of the creditor's decision, without indicating any objective contractual criteria to limit this margin of appreciation.

This lack of determinability is all the more relevant inasmuch as, according to point 8.5 of the Contract, payment of the extension fee constitutes a condition for the entry into force of the modification of the credit term. Thus, the consumer cannot evaluate in advance the cost of a possible extension, nor the economic consequences of exercising this option.

Consequently, the clauses provided for in points 8.2 and 8.5 of the Contract do not allow the consumer to determine, based on clear and intelligible criteria, the amount or mechanism for establishing the extension fee and, respectively, the economic consequences of extending the credit term, and thus the obligation of transparency provided for in Article 1071 paragraph (1) of the Civil Code is not respected.

22.8. Abusive and illegal nature of clauses establishing unilateral modification of the interest rate applicable to the credit

22.8.1. According to point 6.2 lit. b) of the Contract, "6.2. The interest rate may be modified: [...] b) unilaterally by the Lender depending on the evolution of the base rate of the National Bank of Moldova, the inflation rate, and market evolution, including modification of the USD exchange rate by more than 10% compared to the rate on the date of concluding this Contract, taking into account the rules of equity, notifying the Borrower by e-mail and/or SMS at least 10 (ten) days before implementation of the modified interest rate.".

In the same vein, it should be mentioned that, in the "Pre-contractual Information" form, which was made available to the debtor, under the heading "3. Credit Costs", it indicates: "Interest rate on the credit or, if applicable, different interest rates applicable to the credit contract: - 18.00%, annual, fixed".

In this context, corresponding to Article 3 of Law No. 202/2013, "fixed interest rate applicable to the credit – agreement of the parties, in the credit contract, on an interest rate applicable to the credit for the entire duration of the credit contract or on several interest rates applicable to the credit for partial periods, applying exclusively a fixed percentage established.".

Therefore, the Pre-contractual Information, according to which the interest rate is fixed, and the clause provided for in point 6.2 lit. b) of the Contract, which allows the creditor unilateral modification of it depending on the evolution of economic indicators, creates a discrepancy regarding the character and mechanism of determination of the interest rate applicable to the Contract. The consumer is presented, prior to concluding the Contract, with a fixed rate, while the contractual clause allows subsequent modification thereof at the unilateral initiative of the creditor.

In this order of ideas, it should be specified that the evaluation of the abusive character of the clause does not concern the adequacy of the level of interest, as an element of the creditor's remuneration, but the manner in which the professional reserved the right to unilaterally modify an interest rate presented to the consumer as fixed.

Therefore, according to Article 1072 paragraph (1) of the Civil Code, in evaluating potential abusive character, it is analyzed whether the aforementioned contractual clause, which has not been individually negotiated, is considered abusive if it is proposed by a professional and considerably disadvantages, contrary to good faith, the consumer.

According to Article 1069 paragraph (1) of the Civil Code, "(1) A clause proposed by one of the parties is not individually negotiated if the other party could not influence its content, especially because it was drafted in advance, regardless of whether it forms part of standard clauses or not.", and, in accordance with paragraphs (3) and (4) of the same article, if a clause was proposed as part of standard clauses by the creditor, it is presumed that it was not individually negotiated.

In assessing the imbalance created to the detriment of the consumer, the nature of the legal relationship must also be taken into account. The consumer contracts the credit, assuming the obligation of staggered repayment, and the level of interest constitutes an essential element for determining the cost of the credit and the extent of their payment obligations. In the case of a rate presented as fixed, the consumer is entitled to rely on the stability of the agreed percentage for the period during which it is declared applicable, whereas, by point 6.2 lit. b) of the Contract, the creditor reserves the possibility to unilaterally modify precisely this element of the credit cost, depending on the evolution of the base rate of the National Bank of Moldova (BNM), inflation, the market, and the USD exchange rate, although the interest rate was presented to the consumer, at the pre-contractual stage, as fixed.

Thus, the clause affects the predictability of the credit cost and the stability of obligations assumed by the consumer, being incompatible with the fixed character of the interest rate presented to them prior to concluding the Contract.

According to Article 11 of the Civil Code, "Good faith is a standard of conduct of a party, characterized by correctness, honesty, openness, and taking into account the interests of the other party in the legal relationship.".

22.8.2. At the same time, the clause provided for in point 6.2 lit. b) of the Contract should be analyzed in light of Article 15 paragraph (1) of Law No. 202/2013, which prohibits contractual clauses whereby the creditor is granted the right to unilaterally modify contractual conditions, without concluding an additional act accepted by the consumer.

In this case, point 6.2 lit. b) of the Contract expressly grants the lender the right to unilaterally modify the interest rate, depending on the evolution of the BNM base rate, inflation, the market, and the USD exchange rate. Therefore, the modification of interest can be realized by the mere decision of the creditor, without the prior consent of the consumer being necessary. The fact that the creditor has the obligation to inform the consumer at least 10 days before applying the new rate does not remove the unilateral character of the modification. Notification of the consumer represents only informing them about the modification decided by the creditor and does not equate to the consumer's agreement nor to the conclusion of an additional act.

Furthermore, the Contract does not provide that modification of the interest rate is conditioned on the express acceptance of the consumer and signing of an additional act. On the contrary, the formulation "the interest rate may be modified unilaterally by the Lender" confers upon the creditor, by the contractual clause itself, the right to unilaterally modify an essential condition of the contract.

Therefore, point 6.2 lit. b) allows the creditor to unilaterally modify the interest rate, without the consumer's agreement and without concluding an additional act accepted by them, which contradicts the requirements of Article 15 paragraph (1) of Law No. 202/2013.

This circumstance constitutes, at the same time, an additional element in assessing the abusive character of the clause, inasmuch as it allows the professional to unilaterally modify an essential element of the credit cost and creates, to the detriment of the consumer, an imbalance between the rights and obligations of the parties.

22.9. Non-compliance with provisions established in Article 15 paragraph (1) of Law No. 202/2013, in the clause contained in point 6.3 of the Contract

Point 6.3 of the Contract provides that, "Without prejudice to the provisions of point 6.2, OCN 'Mogo Loans' SRL has the right to modify the Interest Rate or the amount of other taxes for financial services, without notice, in the event there is a justified reason, with the obligation to inform the Borrower immediately in this regard and that the Borrower has the freedom to resort, immediately on this ground, to resolution of the Contract or, if applicable, to early repayment of Contractual Payments, without any additional cost for the Borrower.".

By its content, the clause grants the creditor the right to unilaterally modify two essential elements of the credit cost — the interest rate and the amount of other taxes for financial services — without expressing prior consent of the consumer and without concluding an additional act accepted by them.

Information of the consumer occurs, according to the clause, subsequent to the operation of the modification, and the consumer's right to resort to resolution of the Contract or early repayment represents a consequence of the modification already decided unilaterally by the creditor.

In cases where Article 15(1) of Law no. 202/2013 prohibits contractual clauses that grant the creditor the right to unilaterally modify contractual conditions without concluding an additional agreement accepted by the consumer. The existence of a "valid basis," subsequent information to the consumer, or the possibility of resorting to contract termination or early repayment does not remove the unilateral nature of the modification and cannot substitute the consumer's consent.

22.10. Non-compliance with the provisions established in Article 18(3)(b) of Law no. 202/2013 in the clause contained in point 7.3 of the Contract and its abusive nature

In accordance with point 7.3 of the Contract, "If upon receiving the Borrower's notification regarding the exercise of the right of withdrawal, 'OCN MOGO LOANS' SRL has already disbursed the full amount or part of the credit to the Borrower, the Borrower is obliged, within a maximum of 3 calendar days from the sending of the notification exercising the right of withdrawal, to repay OCN MOGO LOANS SRL without any unjustified delay the amounts received and the increased interest for this period."

According to Article 18(3)(b) of Law no. 202/2013, in the case of exercising the right of withdrawal, the consumer is obliged to repay the principal and the associated interest without any unjustified delay and, in any case, no later than 30 calendar days from the transmission of the notification. Therefore, the legal norm regulates not only the existence of the repayment obligation but also the temporal regime of its execution, establishing both the criterion of execution without unjustified delay and a maximum temporal limit of 30 days.

The phrase "without any unjustified delay" cannot be interpreted in the sense that the 30-day term lacks legal effect. The two elements of the norm have distinct functions: the obligation to execute without unjustified delay implies that the consumer cannot unjustifiably postpone the repayment of the amounts received, while the 30-day term constitutes the maximum temporal limit within which the obligation must be executed as a result of exercising the right of withdrawal.

Moreover, by establishing a fixed term of 3 calendar days, the creditor substantially reduces the period provided by the legislator for the execution of the repayment obligation, replacing the legal regime, which allows execution without unjustified delay but establishes, as a maximum limit, the term of 30 days, with a fixed and significantly shorter contractual term.

Such an addition does not consist merely in the fact that the 3-day term is different from the 30-day term provided by law, but in whether, through a pre-formulated contractual clause, the creditor can restrict, to the detriment of the consumer, the temporal regime of the repayment obligation established by Article 18(3)(b) of Law no. 202/2013. Such a contractual restriction must be examined in light of Article 27(1) of Law no. 202/2013, which provides that consumers cannot waive the rights conferred by this law. To the extent that the temporal limit, established by Article 18(3)(b) of Law no. 202/2013, represents a legal guarantee regarding the execution of the repayment obligation, as a result of exercising the right of withdrawal, establishing a shorter term by contract cannot have the effect of depriving the consumer of the protection conferred by the legal norm.

Therefore, the contractual clause cannot be justified merely by the fact that Article 18(3)(b) of Law no. 202/2013 imposes repayment "without any unjustified delay," since the same legal provision explicitly establishes that repayment must not take place later than 30 calendar days from the transmission of the notification. Establishing a contractual term of 3 days imposes a more restrictive temporal obligation on the consumer than that resulting from the legal regime, without the clause providing the legal basis for such a derogation.

22.11. Abusive and non-transparent nature of the clause provided in point 11.2(j) of the Contract regarding "essential non-performance"

According to point 11.2(j) of the Contract, non-performance of the contractual obligation by the Borrower, which entitles the creditor to declare the termination of the Contract, is considered "in other situations where there has been an essential non-performance of the contract by the Borrower."

According to point 11.2(j) of the Contract, the creditor is entitled to declare termination in "other situations where there has been an essential non-performance of the contract by the Borrower."

However, the clause does not establish the concrete circumstances, criteria, or threshold of gravity, based on which a non-performance can be qualified as "essential." Although Article 916 of the Civil Code establishes the criteria according to which non-performance has an essential character, the contract does not transpose them in a manner that allows the consumer to foresee in which concrete situations the non-performance of an obligation can lead to the termination of the contract.

Under these conditions, the consumer cannot anticipate, with sufficient clarity, the legal consequence of the non-performance of a certain obligation, namely the possibility of contract termination.

More often, according to Article 1071(1) of the Civil Code, non-individually negotiated clauses must be drafted and communicated in clear and intelligible language, so that the consumer can understand the extent of the obligations assumed and their legal consequences.

Therefore, the generic use of the phrase "essential non-performance," without establishing contractual criteria sufficiently clear for its determination, gives the clause a non-transparent character, and, under Article 1071(2) of the Civil Code, constitutes a basis for assessing it as abusive.

23. Regarding the violations admitted by OCN MOGO LOANS SRL, observed in light of the provisions of Law no. 202/2013, it should be specified that these non-conformities are of a nature to attract the contraventional liability of the creditor. At the same time, according to the provisions of the Contraventional Code, the attraction of contraventional liability is conditioned by the respect of the general statute of limitations term, established at 12 months from the date of the commission of the act. Given that more than 12 months have passed since the signing of the Contract, the term of limitation provided by law has been exceeded.

Therefore, the CNPF is in the legal impossibility of disposing of the application of contraventional sanctions in this case.

24. From the considerations exposed above, on the basis of Article 4(2.1)(c), Article 8(t), Article 18(3), Article 20(1), (6) and (7) and Article 22(3) of Law no. 192/1998 regarding the National Financial Market Commission, Law no. 202/2013 regarding consumer credit contracts, Law no. 105/2003 regarding consumer protection, the Civil Code, the Administrative Code, and the Regulation regarding the organization and functioning of the National Financial Market Commission (CNPF Decision no. 57/11/2022),

The National Financial Market Commission DECIDES:

1. It is established that OCN MOGO LOANS SRL failed to comply with Article 3, Article 5(2)(c), Article 10(3)(a) and (g), Article 15(1) and (4)(c), Article 18(3)(b), and Article 20(1) of Law no. 202/2013 regarding consumer credit contracts.

2. It is established that the clauses in Credit Contract no. [...] dated [...], concluded between OCN MOGO LOANS SRL and [...], contained at:
   2.1. point 5.5, in part concerning the text "[...] with 5 (five) working days in advance, [...]";
   2.2. point 6.3, which establishes that, "Without prejudice to the provisions of point 6.2, O.C.N. Mogo Loans SRL has the right to modify the Interest Rate or the amount of other fees for financial services, without notice, in the event that there is a valid reason, with the obligation to inform the Borrower immediately regarding this matter and that the borrower has the freedom to resort to, immediately on this basis, to the termination of the Contract or, as the case may be, to the early repayment of contractual payments, without any additional cost for the borrower.";
   2.3. point 7.3, in accordance with which, "If upon receiving the Borrower's notification regarding the exercise of the right of withdrawal, OCN MOGO LOANS SRL has already disbursed the full amount or part of the credit to the Borrower, the Borrower is obliged, within a maximum of 3 calendar days from the sending of the notification exercising the right of withdrawal, to repay OCN MOGO LOANS SRL without any unjustified delay the amounts received and the increased interest for this period.";
   2.4. point 11.2(h), which stipulates that "third parties present claims against the Borrower, the total amount of which exceeds 20% of the credit balance."

3. It is established that the clauses in Credit Contract [...] dated [...], concluded between OCN MOGO LOANS SRL and [...], contained at:
   3.1. point 4.3 of Part II General Provisions, according to which "The Borrower agrees to pay O.C.N. Mogo Loans SRL the Credit Granting Commission, according to the Payment Schedule.";
   3.2. point 2 of Part I Special Provisions, which establishes "Credit Granting Commission (10% of the Credit Amount, min 250 EUR lei) – 539.80 EUR";
   3.3. the text in Annex no. 1, regarding "Commission for notifying the client regarding payment delay or Contract termination - 2.50 EUR";
   3.4. point 8.2, in part concerning the text "[...] and regarding the Extension Fee," as well as the text "The Extension Fee will be applied and collected from the Borrower only in the event that the maturity date changes by more than 30 days.";
   3.5. point 8.5, in part concerning the text "[...] collection by OCN Mogo Loans SRL of the Extension Fee and [...]";
   3.6. the text in Annex no. 1, in part concerning "Commission for Contract termination – 5% of the Credit Balance, for the Contract that was terminated at the initiative of OCN Mogo Loans SRL. It is compensated if the Contract is concluded again.";
   3.7. the text in Annex no. 1, which establishes "Commission for concluding the Contract again - 7.5% of the Credit Balance, the first concluding again – free";
   3.8. point 11.2(j), in part concerning the text "[...] essential non-performance of the contract by the Borrower."

4. It is established that the clauses in Credit Contract [...] dated [...], concluded between OCN MOGO LOANS SRL and [...], contained at point 6.2, according to which "The Interest Rate can be modified: [...] b) unilaterally by the lender, depending on the evolution of the BNM base rate, the inflation rate, and market evolution, including the modification of the EUR or USD exchange rate by more than 10% compared to the rate on the date of conclusion of this Contract, taking into account the rules of fairness, notifying the Borrower by e-mail and/or SMS at least 10 (ten) days before the implementation of the modified interest rate.";

5. A lawsuit is filed in the court of law, with the aim of requesting the establishment of the nullity of the illegal clauses indicated in point 2, those that are abusive, indicated in point 3, and those that are illegal and abusive, indicated in point 4.

6. Control over the execution of points 2, 3, and 4 is placed under the responsibility of the Legal Department.

7. This Decision can be contested by submitting a preliminary request to the CNPF (MD-2012, Chisinau city, Stefan cel Mare si Sfant Blvd., no. 77), within 30 days from the date of communication.

8. This Decision enters into force on the date of adoption and is communicated to the recipients in accordance with the legislation and published on the official website of the CNPF (www.cnpf.md).

Dumitru BUDIANSCHI,
PRESIDENT