Decision No. 58/3 of 2 December 2025 regarding Petition No. 7019 concerning BC VICTORIABANK SA

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

DECISION 2 December 2025 No. 58/3

Regarding the petition registered with the National Commission of the Financial Market No. 7019 on 24.09.2025, in relation to BC “VICTORIABANK” SA

On 24.09.2025, within the framework of the National Commission of the Financial Market (CNPF/authority), the letter of the Chancellery of the Republic of Moldova No. 08-78-9673 dated 16.09.2025 was registered (No. 7019), which re-addresses, according to competence, the petition of Mr. [...] (petitioner), having as its object the legal relationship between BC “VICTORIABANK” SA (bank) and the petitioner, established on the basis of the Bank Deposit Contract “BCR SIGUR” dated 14.09.2023 (Contract).

Factual Circumstances

1. The legal relationship between the petitioner and the bank was established following the deposit by Mr. […] at the headquarters of the Romanian Commercial Bank Chisinau (BCR Chisinau SA) Branch No. 2, 60/2 Pușkin St., of the application for account opening and the signing of the Bank Deposit Contract “BCR SIGUR” dated 14.09.2023, through which BCR Chisinau SA received from the petitioner a sum of money in the amount of 753,130.68 MDL (deposit).
2. The conditions for placing the deposit, according to contractual provisions, are as follows: 2.1. type and name of the deposit: term bank deposit “BCR SIGUR”; 2.2. deposit account number: […]; 2.3. deposit account currency: MDL; 2.4. deposit amount: 753,130.68 MDL; 2.5. variable (floating) interest rate: 7.75 percent per annum; 2.6. interest payment date: 15 months; 2.7. deposit term: 36 months, expiring on 15.09.2026; 2.8. additional deposits of monetary funds into the deposit account: permitted for the entire validity period of the Contract, except for the last 3 months before the expiration of the deposit term; 2.9. partial withdrawals of monetary funds from the deposit account: not permitted; 2.10. petitioner's payment account: [...] in MDL; 2.11. variable (floating) interest rate in the event of early withdrawal of the deposit: 0.1% percent; 2.12. interest capitalization: not permitted.

Note: As a result of the reorganization process by merger, BCR Chisinau SA was absorbed by BC “VICTORIABANK” SA, and the obligations deriving from the legal relationship related to the Bank Deposit Contract “BCR SIGUR” dated 14.09.2023 were assumed by the latter.

I. Procedural Circumstances 3. Given that a party to the contractual relationship in question is BC “VICTORIABANK” SA, according to the Order of the CNPF President No. 1025 dated 29.09.2025 regarding the ex officio involvement of BC “VICTORIABANK” S.A. in the administrative procedure initiated by the petition of Mr. [...], and the suspension of the administrative procedure, the bank was involved ex officio in the administrative procedure, and was requested, by CNPF letter No. 04-5/3911 dated 30.09.2025, to submit, within 14 days, explanations and copies of relevant supporting documents. 4. Within the aforementioned deadline, the bank did not submit the explanations and/or entries requested by CNPF letter No. 04-5/3911 dated 30.09.2025. 5. By Order of the CNPF President No. 1116 dated 23.10.2025 regarding the repeated suspension of the administrative procedure, initiated by the petition of Mr. [...], the administrative procedure was suspended, and a request was made, by CNPF letter No. 05-5/4229 dated 24.10.2025, to BC “VICTORIABANK” SA to submit relevant explanations, as well as copies of relevant supporting documents. 6. Consequently, on 31.10.2025, the bank submitted the requested explanations and entries (registered at CNPF with No. 7921). 7. In order to ensure compliance with the right to be heard before issuing an individual administrative act (art. 94 of the Administrative Code), by CNPF letter No. 05-5/4452 dated 13.11.2025 (sent to the email address office@vb.md), the bank was notified of its right to be heard. 8. During the hearings on 17.11.2025, Mr. […] (the bank's authorized representative) supported the explanations submitted on 31.10.2025 (registered at CNPF with No. 7921), requesting, at the same time, a deadline for the submission of additional information in response to the questions addressed by CNPF, facts which were recorded in the Hearing Record of the participant in the administrative procedure. 9. Taking into account the imperative of conducting complete investigations, which implies time for the meticulous examination of presented evidence and the formation of objective and motivated conclusions, in order to ensure the principle of good faith of the public authority in managing deadlines, by Order of the CNPF President No. 1172 dated 18.11.2025 regarding the extension of the general deadline of the administrative procedure, initiated by the petitions of Mr. [...], the general deadline of the administrative procedure was extended by 15 days. 10. On 20.11.2025, additional explanations were submitted by the bank (registered at CNPF with No. 8399).

II. Legal Circumstances 11. In accordance with art. 37 para. (2) of Law No. 105/2003 on consumer protection (Law No. 105/2003), “The National Financial Market Commission carries out the control of compliance by the subjects provided for in art. 4 para. (21) of Law No. 192/1998 on the National Financial Market Commission of the provisions of arts. 1069–1072, 1075–1079 and 1081 of the Civil Code in part 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.”. 12. According to the main concepts, established in art. 1 of Law No. 105/2003, “abusive clause – a contractual clause that, not being individually negotiated with the consumer, creates, contrary to the requirements of good faith, by itself or together with other provisions of the contract, to the detriment of the consumer, a significant imbalance between the rights and obligations of the parties arising from the contract.”. 13. According to art. 3 para. (1) and para. (2) of the Civil Code, “(1) Any natural person who, within the framework of a civil legal relationship, acts predominantly for purposes unrelated to entrepreneurial or professional activity has the quality of consumer. 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 a professional. (2) Any natural or legal person of public or private law who, within the framework of a civil legal relationship, acts for purposes related to entrepreneurial or professional activity has the quality of a professional, even if the person does not intend to obtain profit from this activity.”. 14. In accordance with 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.”. 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. Corresponding to 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 clear and intelligible language, as well as to be 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, the 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. According to art. 1075 para. (1) of the Civil Code, “(1) In a contract between a professional and a consumer, a clause that has not been individually negotiated is considered abusive if it is proposed by the professional and considerably disadvantages, contrary to good faith, the consumer.”, and in accordance with art. 1075 para. (2) of the Civil Code, “(2) The assessment 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, with respect to the goods, works or services provided in exchange for them, on the other hand, provided that 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 account when evaluating the abusive nature of other contractual clauses.”.

18. In accordance with art. 1072 para. (1) of the Civil Code, “(1) In a contract between a professional and a consumer, a clause that has not been individually negotiated is considered abusive if it is proposed by the professional and considerably disadvantages, contrary to good faith, the consumer.”.
19. In accordance with art. 1741 para. (1) of the Civil Code, “(1) By the bank deposit contract, the bank or another financial institution (bank), licensed according to law, receives from its client (depositor) or from a third party for the benefit of the depositor a sum of money, recorded in the balance of the deposit account opened in the name of the depositor, which it undertakes to return to the depositor after a certain term (term deposit) or on demand (sight deposit)”, and in conformity with art. 1743 para. (1) of the Civil Code, “(1) The bank pays the depositor an interest in the amount and manner provided for in the contract, and in the event that the contract does not provide for the amount of interest, it is determined in accordance with the provisions of art. 874. The parties may agree that the bank will not pay interest to the depositor.”.

III. CNPF Assessment 20. The abusive nature of certain contractual clauses regarding interest 20.1. Analyzing the information from the documents presented by the participants in the administrative procedure, as well as the statements of the authorized representative of the bank during the hearings, in light of legal requirements, the CNPF reveals the following: 20.1.1. Ab initio, the establishment of the quality of professional, which BC “VICTORIABANK” SA possesses, in relation to the depositor, is claimed, in order to qualify the subsequent requirements of professional diligence. On this subject, it should be noted that BC “VICTORIABANK” S.A. is registered in the Banks Register. In the sense of art. 3 of Law No. 202/2017 on bank activity, a bank is a legal entity whose activity consists in attracting deposits or other refundable funds from the public and in granting loans on its own account. Thus, it should be concluded that the bank carries out the activity of attracting deposits, with professional title, based on the clauses and conditions offered by it. 20.1.2. Related to the case, on 14.09.2023, the depositor and BCR Chisinau SA concluded, in the sense of art. 1741 para. (1) of the Civil Code, the Contract, in which, at point 1.1., it is established that “[...] The Bank receives from the Depositor a sum of money (named hereinafter “Deposit”) which it undertakes to return to the Depositor according to the provisions of this Contract”. 20.1.3. In accordance with point 3.1. of the Contract, “3.1. For the use of the Deposit, the Bank undertakes to pay the Depositor a variable (floating) interest in the amount established at point 1.1.5. The interest rate may be modified (reduced or increased) by the Bank unilaterally depending on the evolution of the financial market or the refinancing rate of the National Bank of Moldova, with conditions of respecting a notice period of 15 days by posting the respective information in the territorial units of the Bank and on the Bank's website (www.bcr.md). The Depositor is obliged to inform himself independently about the changes in interest rates by monitoring the information made public within the territorial units of the Bank and on the Bank's website. The Depositor is considered notified about the modification of the interest rate from the day of posting the respective information within the territorial units of the Bank and/or on the Bank's website. In the event of a reduction of the interest rate, the notification provided for in this point has the effect of notice, provided for by art. 1743 of the Civil Code of the Republic of Moldova.”. 20.1.4. Relating the aforementioned contractual clauses to the legal provisions regarding abusive clauses, it follows to analyze whether point 3.1. of the Contract represents a clause that concerns the object of the contract or the adequacy of the price, in the sense of art. 1075 para. (2) of the Civil Code. In this case, the Contract is concluded based on and the provisions of art. 1741 para. (1) and art. 1743 para. (1) of the Civil Code. Correlating point 1.1. with point 3.1. of the Contract and relating them to the provisions quoted from the Civil Code, it is attested that the clause at point 3.1. does not concern the amount of interest itself, as a contractual element, but only the mechanism for configuring the variable interest rate, which excludes the incidence of the norm of art. 1075 para. (2) of the Civil Code. 20.1.5. The clause at point 3.1. of the Contract should be analyzed also in light of art. 1071 para. (1) and art. 1072 para. (1) of the Civil Code. Negotiation of a clause presupposes the real possibility of the consumer to influence its content. In this case, the bank did not present evidence regarding the existence of individual negotiations, and explicitly confirmed that the clause was not negotiated: “The clause at Chapter III, point 3.1 of the Contract was not individually negotiated with the depositor.”. Therefore, it is attested that the lack of negotiation, according to art. 1069 para. (4) lit. a) and b) of the Civil Code, remains valid. 20.1.6. The requirement of clarity and intelligibility is not limited only to the explicit character of the clause on a grammatical level, but also to the fact that the consumer must also be able to evaluate, based on precise and intelligible criteria/factors, the legal and economic consequences that arise. Upon a detailed analysis of the potential consequences of the respective clause, which generates the character of lack of clarity and intelligibility, it should be noted that: 20.1.6.1. The phrase “The interest rate may be modified (reduced or increased)” does impose a clear obligation nor does it establish an objective mechanism for adjusting the interest, leaving the bank with a wide and discretionary margin of interpretation. The Depositor cannot anticipate when or to what extent the interest will be modified. 20.1.6.2. It is not indicated to what extent each of the mentioned factors (the refinancing rate of the National Bank of Moldova, the inflation rate, the evolution of the market) influences the interest rate, if they are taken cumulatively or separately, or if thresholds must be reached for justification. This lack of precision makes it impossible to anticipate the moment when the bank will operate the modification of the interest rate. It is not clear, for example, if a simple fluctuation of the inflation rate is sufficient or if a significant modification is necessary (a term which is also interpretable), nor if the bank must take into account all indicators simultaneously or can choose only one. 20.1.6.3. The expression such as “evolution of the financial market” is abstract and susceptible to multiple interpretations, being impossible to verify by an average consumer. These terms are not defined in the Contract and no references are made to standards or objective sources, leaving the unilateral decision in the hands of the bank. For example, “market evolution” can mean anything – from the behavior of other competing banks to international variations in the cost of capital.

20.1.6.4. The Contract does not provide any algorithm that would allow the depositor to estimate the effect that the evolution of the specified factors will have on the interest rate. It is not specified, for example, if an increase of one percentage point in the inflation rate will trigger the procedure for modifying the interest rate or if the modification applies immediately after the change of factors or only after a certain period, or if there is a maximum or minimum limit to the variation. At the same time, the method of calculating the combined effect of multiple factors modified simultaneously is not specified. 20.1.7. Having in mind the mention, in the final part of the clause at point 3.1. of the Contract, of the fact that, “[...] by posting the respective information in the territorial units of the Bank and/or on the Bank's website (www.bcr.md). The Depositor is considered notified about the modification of the interest rate from the day of posting the respective information within the territorial units of the Bank and/or on the Bank's website. […] In the event of a reduction of the interest rate, the notification provided for in this point has the effect of notice, provided for by art. 1743 of the Civil Code of the Republic of Moldova”, it should be specified that a fundamental distinction must be made between two types of obligations of the bank. On the one hand, there is a general obligation to ensure the publicity of certain general interest information for clients, such as interest rates, commissions or other general conditions. The publication of this information on an official website or within a branch falls into this category. On the other hand, there is an individual obligation, which derives directly from the contractual relationship and consists in the individual notification of the depositor regarding any modification of the contract. Thus, the purpose of this clause consists in substituting the contractual obligation of individual notification with a simple formality of general publication. 20.1.8. Such a substitution is contrary to the principle of good faith in private law relationships, established by art. 11 para. (1) of the Civil Code, which imposes correct and responsible conduct, taking into account the interests of the other party, especially when it is vulnerable, as is the consumer. To act in good faith means not to take advantage of the lack of legal preparation of the consumer and not to pass on to him the obligation to inform himself, but to provide him with essential information, in a clear and accessible manner. Limiting notification to display on the official website or in the branch, without personalized signaling, denotes deliberate passivity regarding the real effect on the consumer, who would have to check daily for changes, consuming time and unjustified resources. 20.1.9. Essentially, the purpose of the legislator when imposing a notice period, as provided for in art. 1743 para. (2) of the Civil Code, is to ensure balance and transparency in the execution of contracts, so that modifications that affect the content of the parties' obligations are not imposed, in a surprising or abusive manner, but are announced with reasonable advance notice. This notice functions as a minimum procedural guarantee, offering the affected party, especially the consumer, the real possibility to understand the modification, to evaluate it and to decide how to react: either accepting the new conditions, or terminating the contract, or negotiating other solutions. Therefore, the notice should not be reduced to a simple formality (respecting a number of days), but presupposes clear, concrete and effective communication, so that the affected party (the consumer) learns about the modification in a timely manner and in an accessible form. 20.1.11. In this case, the examined clause denotes, in the assessment of the authority, a passive form of communication, which does not guarantee effective access of the consumer to information, this being conditioned by a constant action of checking external information sources to be sure that his contractual conditions have not been changed, whereas this presumption determines an obligation imbalance between the parties. On the one hand, the bank relieves its operational activity of individual notification of consumers, imposing, on the other hand, additional unfounded obligations on the consumer. Under such conditions, it is attested that the consumer is informed more formally, by making the information available, without ensuring the effective bringing to his knowledge of the fact of the interest modification. 20.1.12. Therefore, according to art. 1071 para. (1) and art. 1072 para. (1) of the Civil Code, the clause established at point 3.1. of the Contract bears an abusive character due to lack of clarity and predictability, as well as due to the way in which it was conceived – not to inform, but to exploit the consumer's trust contrary to good faith, thereby disadvantaging him in this regard. 20.2. The abusive nature of certain contractual clauses 20.2.1. Corresponding to point 5.5. of the Contract, “For the services provided within the course of this, the Depositor will pay the Bank commissions in the amounts established in the Tariffs charged by the Romanian Commercial Bank S.A. (hereinafter “Tariffs”) The Tariffs charged by the Bank are made public by display at the headquarters of its territorial units, as well as on the Bank's website. At the time of signing this contract, the Depositor declared that he had taken note of the Bank's Tariffs in force.”. 20.2.2. In accordance with art. 1070 para. (1) and para. (3) of the Civil Code, “(1) Clauses proposed by one party that have not been individually negotiated may be invoked against the other party only if the other party knew of them or if the party proposing them took reasonable measures to draw the other party's attention to them at the time of concluding the contract or before it. (3) In the sense of para. (1), it is not considered that the consumer's attention was sufficiently drawn to the clauses just because there is a reference to those clauses in the contractual document, even if he accepted the text.”. 20.2.3. Subsequently, art. 1071 of the Civil Code stipulates that contractual clauses are subject to being declared abusive if, in the case, they are not drafted and communicated in a clear and intelligible language, as well as are not legible. 20.2.4. Related to the case, at point 5.5. of the Contract, reference is made to a list of potential commissions, which may be imputed to the consumer, without them having been presented, directly, in the text of the Contract, whereas, by correlating the provisions of art. 1070 para. (3) and those of art. 1071 of the Civil Code, it is revealed that these are not capable of passing the transparency test. 20.3. In accordance with the clause at point 5.6. of the Contract, “The Bank has the right to modify its tariffs and bring them to the knowledge of the Depositor through the Bank's website and/or communications displayed at the Bank's counters. Modifications will enter into force from the date specified in the corresponding information.”.

20.3.1. In accordance with art. 1077 para. (1) point 10 of the Civil Code, “(1) Clauses that have not been individually negotiated and have as object or effect: […] 10) granting the professional the right to modify unilaterally the clauses without having a justified reason that is specified in the contract;”. 20.3.2. In this context, the clause at point 5.6. of the Contract is susceptible to being qualified as abusive, insofar as it grants the bank the right to modify unilaterally the applicable tariffs, without the existence of an objective and justified reason, expressly provided for in the contract. 20.3.3. Such a clause contravenes the principle of contractual balance and the obligation of the professional