Decision No. 52/9 of 6 October 2026 regarding the petition registered with the National Financial Market Commission on 30.07.2026, No. 6546, 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 6 October 2026 No. 52/9 Regarding the petition registered with the National Financial Market Commission under No. 6546 on 30.07.2026, concerning OCN "MOGO LOANS" SRL

On 30.07.2026, within the framework of the National Financial Market Commission (CNPF), the petition of Mr. [...] (debtor/consumer/borrower), with the documents attached to it, submitted by his representative, Mr. [...], was registered (under No. 6546), requesting the intervention of the CNPF regarding the legal relationship mentioned below.

I. Factual Circumstances

1. The legal relationship between OCN "MOGO LOANS" SRL
   (creditor/professional/lender) and the debtor was established on the basis of Credit Contract No. [...] dated [...] (Contract), concluded for a term of 84 months, with the object of granting a non-bank credit in the amount of 112,800.00 MDL, the total value payable by the consumer constituting the sum of 402,218.15 MDL.

2. The essential conditions of the Contract include:
   2.1. the total cost of the credit, which includes:
   2.1.1. interest rate: fixed, 27.00 percent per annum;
   2.1.2. credit issuance commission: 11,280.00 MDL (10.00 percent of the credit amount, minimum 5,000 MDL);
   2.1.3. monthly credit administration fee: 1,488.96 MDL;
   2.2. annual effective interest rate (AER): 62.11 percent per annum;
   2.3. payment method: annuity, the credit 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: 200 MDL (calculated on the first day of delay of each unpaid monthly installment);
   2.4.2. commission for contract termination: 5 percent of the credit balance;
   2.4.3. commission for early repayment: according to point 5.6 of "General Provisions";
   2.4.4. commission for processing documents related to traffic fines concerning the pledged asset: 50 MDL;
   2.4.5. commission for notifying the client regarding late payment or contract termination: 50 MDL;
   2.4.6. commission for concluding the Contract again: 7.5 percent of the credit balance;

2.4.7. commission for parking the car, which is the subject of the pledged asset: 800
MDL;
2.4.8. modification period fee: 1 percent of the credit balance, minimum
1,000 MDL, 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 CNPF President No. 609 dated
   12.08.2026 regarding the ex officio involvement of OCN "MOGO LOANS" SRL in the
   administrative procedure, initiated by the petition submitted by Mr. [...], representative of Mr.
   [...] and the suspension of the administrative procedure, the creditor was involved in the administrative procedure, and it was requested, by CNPF letter No. 05-5/3517 dated 13.08.2026, to present the necessary 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 26.08.2026 inclusive.

4. Consequently, on 26.08.2026, OCN "MOGO LOANS" SRL presented
   the requested documents (registered at CNPF under No. 7549).

5. Also, taking into account the imperative of conducting complete investigations, which
   time for the meticulous examination of the evidence presented and forming objective and motivated conclusions, by Order of the CNPF President No. 818 dated
   11.09.2026 regarding the extension of the general term of the administrative
   procedure, initiated by the petition of Mr. [...], submitted by his representative, Mr.
   [...], the general term of the administrative procedure was extended until 27.09.2026.

6. Simultaneously, in order to ensure the exercise of the right of OCN "MOGO
   LOANS" SRL to be heard within the administrative procedure, by Order of the CNPF President No. 895 dated 21.09.2026 regarding the suspension of the administrative procedure, initiated by the petition of Mr. [...], submitted by his representative [...], the administrative procedure was suspended. Thus, by CNPF letter No. 05-5/4497 dated 21.09.2026, OCN "MOGO LOANS" SRL was informed about the possibility of presenting explanations and additional documents, related to the circumstances invoked in the petition.

7. Consequently, on 05.10.2026, OCN "MOGO LOANS" SRL presented
   the requested documents (registered at CNPF under No. 9101).

III. Legal Circumstances

8. 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
   carries out the control of the compliance by the subjects indicated in Art. 4 para. (2 1 ) of Law No. 192/1998 on the National Financial Market Commission of 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.".

9. According to Art. 1 of Law No. 105/2003, "consumer" is "any natural person
   who intends to order or purchase or who orders, purchases 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).

10. 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 unrelated to business or professional activity.
    The 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 person or legal entity 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.".

11. 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 make free decisions in purchasing the product and the service, without having imposed in contracts abusive clauses or those that may favor the use of unfair commercial practices, of nature to influence his choice; b) to benefit from a clear and precise drafting of contractual clauses, including those regarding main characteristics and warranty conditions, of the exact indication of the price or tariff, as well as of the exact establishment of credit conditions and interest rates;".

12. 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.".

13. 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.".

14. 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 the consumer, contrary to good faith. (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 for in the articles mentioned in para. (2) will not be interpreted as exhaustive lists.".

15. 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.".

16. In accordance with Art. 1071 of the Civil Code, "(1) The person who presents clauses
    that have not been individually negotiated is obliged to ensure that they are drafted and communicated in a clear and intelligible language, as well as to be legible. This requirement is applicable 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 in violation of the transparency obligation imposed by the provisions of para.(1) may be considered abusive only on this sole ground.".

17. Additionally, Art. 1075 para. (1) lit. (a) of the Civil Code establishes that, "(1) In
    evaluating the abusive nature of a contractual clause within the meaning of Art. 1072 para. (1), Art. 1073 and 1074, account will be taken of: a) compliance with the obligation of transparency provided for in Art. 1071;".

18. 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, compared 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.".

19. Under the conditions of Art. 329 para. (1) of the Civil Code, "(1) In contracts with consumers are null and void abusive clauses, as well as clauses by which one derogates from legal provisions from which it is forbidden to derogate to the detriment of the consumer (nullity of protection).".

III. CNPF Assessment

20. Analyzing the contractual clauses, the information from the documents presented by the
    creditor and debtor, in light of the requirements of Law No. 105/2003, of Law No. 202/2013 and of the Civil Code, in particular, in relation to the regulatory framework, stated above, the CNPF reveals the following:

20.1. 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 Entities, 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, in a professional capacity, based on the clauses and conditions offered by it, the contractual clauses being drafted in advance for a multitude of contracts.

20.2. Non-compliance with Law No. 202/2013 regarding the use of the term "total value payable"
20.2.1. In this context, the erroneous presentation of the essential conditions of
the Contract is noted 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 indicates non-execution of the obligation to present information from the contract in a clear and intelligible manner.
In this regard, 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 on the basis of a credit contract, and the total cost of the credit are all costs, including interest, commissions, fees and any other type of costs that the consumer must bear in connection with the credit contract and which are known to the creditor, except for notarial fees. Therefore, relating the cited legal norms to the factual circumstances revealed, it is noted that the creditor violated the legal requirements for presenting, in a clear and precise manner, the information regarding the essential conditions of the Contract, which caused misinformation of the consumer regarding the total value payable and the total cost of the credit, applicable on the basis of the Contract.

20.2.2. 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 purchase 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 it produces, as regulations regarding loans establish more favorable conditions for the debtor, with the potential to induce him to accept the conclusion of such a contract.

20.3. 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 (1,488.96 MDL)".
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 noted that, although the Payment Schedule, attached to the Pre-contractual Information, includes information regarding the monthly payment of the credit administration fee, this cost 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".

20.4. 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 annual effective interest rate and the total value payable by the consumer, indicated in a prominent manner (in bold) 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 annual effective interest rate (62.11 percent) and the total value payable by the consumer (shown as "Total costs related to the credit" – 402,218.15 MDL) are not indicated, in a prominent manner (in bold), 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 noted that the creditor violated the requirements provided for in Art. 10 para. (3) lit. a) and lit. g) of Law No. 202/2013.

20.5. 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 pay in advance 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. The content of the norm implies 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 observing a minimum notice period in favor 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, as it transforms the right of repayment "at any time" into a right exercisable only after passing a minimum waiting period, established in favor of the creditor, which also influences the amount of the reduction of the total cost of the credit.

20.6. 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".
At the same time, point 9.6 of the Contract provides that, in the event of the occurrence of one of the situations established 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 payment of the contractual payments.
According to contractual definitions, "Contractual Payments" represent payments due by the borrower according to the Contract, including credit payments, penalties and other payments.
At the same time, "Credit Payments" include, as applicable, monthly credit installments, "balloon" payment or single payment, depending on the applicable repayment method.
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 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 11.3 of the Contract 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 contractual payments in the amount established in the termination declaration, these including 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 period of 15 days, the debtor is required to pay not only the payments due at the moment of declaring the alleged termination, it is noted that the contractual mechanism determines 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 early due in the case where the consumer has not fulfilled his obligations under other credit contracts, concluded with other creditors.

Furthermore, point 11.2 letter h) of the Contract has a general formulation, referring to claims submitted 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 resolution mechanism, provided for in point 9.6 and point 11.3 of the Contract, including in situations where such claims arise from the non-performance of obligations related to other credit relationships.

The circumstance that the Contract qualifies this mechanism as "resolution" is not decisive to the extent that its concrete effect consists of obliging the consumer to pay off the credit balance in advance, under conditions specific to the declaration of early maturity. The legal qualification must be carried out by reference to the effect produced by the contractual clauses, but not exclusively to the terminology used by the professional.

Consequently, the clause at point 11.2 letter h), combined with points 9.6 and 11.3 of the Contract, allowing the obligation of the consumer to repay the credit balance in advance, due to the non-performance of obligations resulting from other credit contracts concluded with other creditors, contradicts the prohibition provided for in Article 15 paragraph (4) letter c) of Law no. 202/2013.

20.7. The abusive nature of certain contractual clauses establishing various fees and commissions

20.7.1. According to point 1 of Part I "Special Provisions" of the Contract, the credit amount is 112,800.00 MDL, and according to point 3 of the same part, the total credit amount is 124,080.00 MDL.

At the same time, point 2 of Part I "Special Provisions" establishes "Loan Origination Commission (10% of the Credit Amount, min. 5,000 MDL) – 11,280.00 MDL".

According to Article 1071 paragraph (1) of the Civil Code, the person who presents clauses that have not been individually negotiated is obliged to ensure that they are drafted and communicated in clear and intelligible language, and in accordance with paragraph (2) of the same article, in a contract concluded between a professional and a consumer, the clause proposed by the professional, in violation of the transparency obligation, may be considered abusive solely on this ground. In this sense, the transparency obligation does not limit itself to the formally intelligible drafting of a clause or to the numerical indication of the amount of a payment obligation. In the case of a clause that imposes a pecuniary obligation on the consumer, the contract must allow them to understand, by examining the clause itself and by correlating it with the other contractual provisions, the concrete mechanism for executing the obligation, including the moment at which it becomes due and the conditions under which the creditor is entitled to request payment.

In this regard, 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 Commission, according to the Payment Schedule".

Therefore, the contractual clause itself conditions the execution of the payment obligation of the commission on the content of the Payment Schedule, which represents the contractual document, in which the consumer must be able to identify the moment and method of executing the respective obligation.

However, upon examination of the Payment Schedule, it is found that it does not contain the origination commission, does not individualize a payment corresponding to the amount of 11,280 MDL, and does not indicate the date or deadline by which this commission is to be paid.

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

Moreover, the explicit reference from point 4.3 of Part II "General Provisions" of the Contract to the Payment Schedule legitimately creates the expectation that the payment term of the commission can be identified within it. The omission of the commission 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 executing the payment obligation.

In the same context, it should be noted that the administrative case files contain Payment Order no. [...] dated [...], according to which the consumer was disbursed the sum equivalent to 112,800.00 MDL.

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, in that the consumer is not placed in a position to determine, clearly and predictably, the moment at which the payment obligation of the origination commission becomes due.

20.7.2. Annex no. 1 to the Contract contains a clause, in accordance with which the creditor may collect a "Commission for Concluding the Contract Again – 7.5% of the Credit Balance, first conclusion again – free".

According to Article 1765 of the Civil Code, apart from interest, the parties may agree on a commission for services provided 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 establishes the amount of the commission at 7.5 percent of the credit balance, the Contract does not define the notion of "concluding the Contract again." In particular, from the contractual clauses, it does not result the circumstances that may determine "concluding the Contract again," the conditions that justify and situations in which it may occur, the relationship of this operation with the existing Contract, nor the moment at which the consumer incurs the obligation to pay the respective commission. Under the stated conditions, it is revealed that the quoted 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 solely on this ground.

20.7.3. 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 was resolved at the initiative of O.C.N. 'Mogo Loans' SRL" and "Commission for notifying the client regarding payment delay or contract resolution – 50 MDL".

According to Article 1765 of the Civil Code, apart from interest, the parties may agree on a commission for services provided 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 a 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 charging, the limits within which it may be charged, as well as its relationship with other contractual costs.

In this regard, the Contract already establishes a distinct "Credit Administration Fee," defined as the fee to be paid "for the costs of credit administration, intended including advertising costs 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 regard indicated as examples.

The existence of this fee is relevant for the analysis of the transparency of additional commissions not because it demonstrates, by itself, that notifications or resolution are already remunerated by the administration fee, but because it imposes the identification of the relationship between this general fee and additional costs provided for in the event of non-performance, or, the Contract does not specify clearly enough, which are the concrete activities or operations included in the administration fee, and, correlatively, which are the distinct activities for which a 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 issue is amplified by the fact that the clause regarding the 50 MDL commission does not establish whether this cost is charged for each notification sent, whether multiple notifications regarding the same delay may generate successive commissions, whether the notification of delay and resolution constitute distinct generating facts, and whether there is a limit on the number of commissions that may be charged in relation to 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 at 50 MDL, 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, in that the transparency obligation concerns not only the mathematical expression of the amount, but also the contractual mechanism, by which the payment obligation arises.

Regarding the clause "Commission for Contract Resolution – 5% of the credit balance," it should be noted that this 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 act of resolution does not explain, by itself, the existence of a "service" provided to the consumer, in the sense of Article 1765 of the Civil Code.

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

Furthermore, the method of calculating the commission – 5 percent of the credit balance – does not, by itself, allow the 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 the operations performed by the creditor upon resolution. This circumstance is invoked not as a simple criticism of the amount of remuneration, but as a relevant element for verifying whether the consumer can understand what contractual service constitutes the consideration for the sum due.

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

Consequently, the clauses regarding the commission for notifying the consumer and the commission for contract resolution do not allow sufficiently clear determination of the nature and limits of the costs established, 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.

20.7.4. 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 charged from the Borrower only in the case where the maturity date changes by more than 30 days."

Point 8.5 of the Contract provides that "The extension of the credit term is applied and enters into force only after the collection by OCN 'Mogo Loans' SRL of the Extension Fee and the 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 calculating it, nor the objective and verifiable criteria, based on which the amount is to be determined.

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 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 only knows that extending the term by more than 30 days may generate the obligation to pay 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 objective contractual criteria that would limit this margin of appreciation.

This lack of determinability is all the more relevant in that, according to point 8.5 of the Contract, the 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, thus not respecting the transparency obligation provided for in Article 1071 paragraph (1) of the Civil Code.

20.8. The abusive and illegal nature of clauses establishing the unilateral modification of the interest rate, related to the credit

20.8.1. According to point 6.2 letter 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 the evolution of the market, including the modification of the EUR or USD exchange rate by more than 10% compared to the exchange rate on the date of concluding this Contract, taking into account the rules of fairness, notifying the Borrower by email and/or SMS at least 10 (ten) days before the implementation of the modified interest rate."

In the same vein, it should be mentioned that, in the "Precontractual Information" form, which was made available to the debtor, under the heading "3. Credit Costs," it is indicated: "The interest rate on the credit or, if applicable, different interest rates applied to the credit contract: - 27.00%, annual, fixed".

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

Therefore, the Precontractual Information, according to which the interest rate is fixed, and the clause provided for in point 6.2 letter b) of the Contract, which allows the creditor to unilaterally modify it depending on the evolution of economic indicators, creates a discrepancy regarding the nature and mechanism of determining 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 for subsequent modification at the unilateral initiative of the creditor.

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

Thus, according to Article 1072 paragraph (1) of the Civil Code, in evaluating the potential abusive nature, it is analyzed whether the quoted contractual clause that has not been individually negotiated is considered abusive if it is proposed by the professional and significantly 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 is 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 this was not individually negotiated.

In assessing the imbalance created to the detriment of the consumer, the nature of the legal relationship must be taken into account. The consumer contracts the credit, assuming the obligation of installment repayment, and the interest rate level is 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, or, by point 6.2 letter 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 EUR or USD exchange rate, although the interest rate was presented to the consumer, at the precontractual stage, as being fixed.

Thus, the clause affects the predictability of the credit cost and the stability of the obligations assumed by the consumer, being incompatible with the fixed nature 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."

20.8.2. At the same time, the clause provided for in point 6.2 letter b) of the Contract should be analyzed in light of Article 15 paragraph (1) of Law no. 202/2013, which prohibits contractual clauses, by which the creditor is granted the right to unilaterally modify contractual conditions, without concluding a supplementary agreement, accepted by the consumer.

In this case, point 6.2 letter 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 EUR or USD exchange rate. Therefore, the interest rate modification can be carried out by the simple 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 nature of the modification. Notifying the consumer is merely informing them about the modification decided by the creditor and does not equate to the consumer's consent nor to the conclusion of a supplementary agreement.

Furthermore, the Contract does not provide that the modification of the interest rate is conditioned by the explicit acceptance of the consumer and the signing of a supplementary agreement. On the contrary, the formulation "the interest rate may be modified unilaterally by the Lender" grants the creditor, by the contractual clause itself, the right to unilaterally modify an essential condition of the contract.

Therefore, point 6.2 letter b) of the Contract allows the creditor to unilaterally modify the interest rate, without the consumer's consent and without concluding a supplementary agreement accepted by them, which contradicts the requirements of Article 15 paragraph (1) of Law no. 202/2013.

This circumstance constitutes, moreover, an additional element in assessing the abusive nature of the clause, in that 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.

20.9. Non-compliance with the 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 fees for financial services, without notice, in the case where there is a justified reason, with the obligation to inform the Borrower immediately in this regard and

for the Borrower to have the freedom to resort, immediately on this basis, to the termination of the Contract or, as applicable, to the 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 fees for financial services – without the prior expression of the consumer’s agreement and without concluding an additional agreement accepted by the consumer. The consumer’s information occurs, according to the clause, after the modification has been made, and the consumer’s right to resort to the termination of the Contract or to early repayment is a consequence of the modification already decided unilaterally by the creditor.

In this case, 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 “justified basis,” the subsequent information of the consumer, or the possibility of resorting to the termination of the Contract or to early repayment does not remove the unilateral nature of the modification and cannot substitute the consumer’s consent.

20.10. 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 the abusive nature thereof

In accordance with point 7.3 of the Contract, “If upon receiving the notification to the Borrower regarding the exercise of the right of revocation, OCN ‘MOGO LOANS’ SRL has already issued the entire sum 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 of exercise of the right of revocation, to return to OCN ‘MOGO LOANS’ SRL without any unjustified delay the sums received and the interest increased for this period.”.

According to Article 18(3)(b) of Law No. 202/2013, in the case of the exercise of the right of revocation, the consumer is obliged to return 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 obligation to return 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 is devoid of legal effect. The two elements of the norm have distinct functions: the obligation to execute without unjustified delay implies that the consumer cannot postpone, without justification, the return of the sums received, while the 30-day term constitutes the maximum temporal limit within which the obligation must be executed as a result of the exercise of the right of revocation.

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 obligation to return, 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 a completion 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-established contractual clause, the creditor can restrict, to the detriment of the consumer, the temporal regime of the obligation to return, 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 obligation to return, as a result of the exercise of the right of revocation, establishing a shorter term by contract cannot have, as an effect, 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 the return “without any unjustified delay,” since the same legal provision explicitly establishes that the return 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 indicating the legal basis for such a derogation.

20.11. The abusive and non-transparent nature of the clause provided in point 11.2 letter j) of the Contract regarding “essential non-performance”

According to point 11.2 letter 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 letter 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 transcribe 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.

Moreover, according to Article 1071(1) of the Civil Code, individually non-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 the legal consequences thereof.

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.

21. Regarding the violations admitted by OCN “MOGO LOANS” SRL, established 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 creditor’s contraventional liability. 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, since the signing of the Contract, more than 12 months have passed, the limitation term provided by law has been exceeded.

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

22. From the considerations exposed above, on the basis of Article 4(2)(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 has 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 Mr. [...], contained in:

2.1. point 5.5, regarding 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 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 basis, to the termination of the Contract or, as applicable, 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 notification to the Borrower regarding the exercise of the right of revocation, OCN ‘MOGO LOANS’ SRL has already issued the entire sum 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 of exercise of the right of revocation, to return to OCN ‘MOGO LOANS’ SRL without any unjustified delay the sums received and the interest increased for this period.”;

2.4. point 11.2 letter 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 No. [...] dated [...], concluded between OCN “MOGO LOANS” SRL and Mr. [...], contained in:

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 Loan Issuance Commission, according to the Payment Schedule.”;

3.2. point 2 of Part I “Special Provisions”, which establishes “Loan Issuance Commission (10% of the Credit Sum, min 5,000 lei) – 11,280.00 lei”;

3.3. the text in Annex No. 1, regarding “Commission for notifying the client regarding payment delay or Contract termination - 50 lei”;

3.4. point 8.2, regarding the text “[...] and regarding the Extension Fee,”, as well as the text “The Extension Fee will be applied and charged from the Borrower only in the case where the maturity date changes by more than 30 days.”;

3.5. point 8.5, regarding the text “[...] collection by OCN ‘Mogo Loans’ SRL of the Extension Fee and [...]”;

3.6. the text in Annex No. 1, regarding “Commission for Contract termination – 5% of the Credit Balance, for the Contract that was terminated by 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 conclusion again – free”;

3.8. point 11.2 letter j), regarding the text “[...] essential non-performance of the contract by the Borrower.”.

4. It is established that the clause in Credit Contract No. [...] dated [...], concluded between OCN “MOGO LOANS” SRL and Mr. [...], contained in point 6.2, according to which “The Interest Rate may be modified: [...] b) unilaterally by the lender, depending on the evolution of the BNM base rate, the inflation rate, and the market evolution, including the modification of the EUR or USD exchange rate by more than 10% compared to the exchange 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 submitted to the court, seeking the establishment of the nullity of the illegal and abusive clauses indicated in point 2, the abusive clauses indicated in point 3, and the illegal and abusive clauses indicated in point 4.

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

7. This Decision may be contested by submitting a prior request to the CNPF (MD-2012, Chisinau, 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