Sales model with deferred payment under the UKK2 Draft

We advised business entity in:

An assessment of the current
and proposed deferred payment
sales model in light of the proposed
consumer credit bill

In February 2026, the Office of Competition and Consumer Protection published a new version of the draft Consumer Credit Act—the draft dated February 25, 2026 (UKK2 Draft), which will implement Directive 2023/2225 of October 18, 2023, on consumer credit agreements and repealing Directive 2008/48/EC (CCD2).

Draft UKK2 provides that a consumer credit agreement includes, among others, an agreement:

1. to defer the consumer’s deadline for making a monetary payment, including deferring payment of the price or remuneration for the purchase of goods or services offered by the provider, even if the consumer is not required to bear any costs associated with the deferral;
2. for a loan that is interest-free and does not involve any fees;
3. concerning a “buy now, pay later” payment method, under which a third party grants the consumer a loan for the purpose of purchasing goods or services;

In practice, this means that many sales models that were previously not subject to the provisions of the current Consumer Credit Act (UKK1) will need to be reviewed to determine whether they fall within the scope of the proposed UKK2. This will have far-reaching consequences in the form of the need to comply—in principle—with all obligations arising from the UKK2 Draft (restrictions on advertising, information obligations, obligations regarding contract content, etc.).

The UKK2 Draft, following the CCD2, also provides for exemptions for certain models to which this Act will not apply, e.g., for contracts providing for deferred payment for goods or services offered to consumers by sellers or service providers:

1. without the granting of consumer credit by a third party,
2. with an obligation to make payment in full within 50 days of the date of delivery of the goods or performance of the service, and
3. where payment of the purchase price of the goods or services is made without interest and without other fees, with only interest resulting from late payment being permitted, in an amount not exceeding the maximum late payment interest rate referred to in Article 481 § 21 of the Civil Code.

DLK’s advisory included:

• a legal analysis of the current and proposed deferred sales model to determine whether it falls within the scope of the UKK2 Bill and, if so, whether it would be possible to avail oneself of the exemption provided for in that Act
• the preparation of a legal opinion, including practical recommendations regarding the desired structure of the planned sales model in light of the UKK2 Bill