1. CREDIT APPLICATION – TERMS AND CONDITIONS

1) This application is made by the applicant and its directors or partners (as the case may be) to News Limited (ACN 007 871 178) and each of its related companies from time to time, including those companies listed in Schedule 1 as included companies (each a News Company, and together, the News Companies) as a standing offer until withdrawn by written notice by the applicant to each News Company (although the terms of this application will still apply to any credit provided before the date 14 days after any such notice of its withdrawal is given).

2) Any News Company may accept this application in any way, including by providing credit to the applicant or offering to do so. Acceptance of this application by any News Company does not prevent News Company from also accepting this application. These terms apply to the applicant and each of the News Companies whenever any News Company agrees to provide credit to the applicant.

3) If this application is accepted by a News Company, further terms and conditions applicable to the applicant’s account will be provided to the applicant either with notice of the acceptance of this application or in any other agreement for credit to the applicant. The applicant’s placement of any order on that account will evidence the applicant’s agreement to those terms and conditions as well as the terms and conditions in this application.

4) Each News Company at its discretion, reserves the right to (a) refuse this application; (b) to withdraw any credit facility provided to the applicant(s) without prior notice after any breach by the applicant; or (c) alter the credit limit at its discretion.

5) Tax invoices/adjustment notes are sent via Electronic Communication (Email) to the Customer at the details specified by the Customer for that purpose in this Application unless otherwise advised.

6) The Customer agrees to pay News Company by the due date stipulated on the tax invoice which will be no less than 7, 15 or 30 days by one of the nominated approved payment options from the date of issue of the tax invoice/adjustment note of the amounts set out within.

7) Each applicant consents to:

(a.) each News Company obtaining information from a credit reporting body about him or her (including a credit report which may contain information about their consumer credit history) (CRB Information) for the purposes of assessing this application and collecting any payments which become overdue;

(b.) if personal Information (including CRB Information) has been collected by a News Company (the Information Holder) and credit is to be provided to the applicant at any time by another News Company (the New Credit Provider), the disclosure of that personal information (including CRB Information) by the Information Holder to the New Credit Provider for the purposes of: assessing this application and collecting any payments which become overdue;

(c.)all or part of the Information collected by this application form being disclosed to a credit reporting body or another credit provider for the purposes of assessing this application or collecting  any payments which become overdue;

(d.)any Information about defaults in payment obligations being disclosed to a credit reporting body or another credit provider for the purposes of collecting any payments which become overdue or assessing any subsequent application for credit;

(e.)all or part of the information being collected  by this form being used by any News Company to process this application as well as assist it in improving products and services; and

(f.)all or part of the information collected by this application form being disclosed to a Guarantor.

8) Should it be considered necessary by a News Company to incur legal and/or other expenses (including any expenses with any debt collection agency), in obtaining or attempting to obtain payment of any amount payable by the applicant, the applicant shall be liable for such expenses. The applicant further acknowledges that those expenses may be calculated on a commission basis at a percentage rate of up to 15% of the amount owing and expressly agrees to pay for those expenses. Amounts received by a News Company may be applied as the News Company determines, including being applied first against any interest, charges or expenses and then to any overdue account.

9) any agreement arising out of acceptance of this application by a News Company is made in respect of and/or having regard to the owners and/or directors of the applicant as at the date of the application. The Applicant agrees to notify the News Companies in writing within seven (7) days of any change in its ultimate beneficial ownership or ownership structure, and further indemnifies each News Company against loss or damage that may result from the Applicant’s failure to notify the News Companies of any such change or by the change itself.

10) The applicant grants a security interest in favour of each News Company over all its estate and interest in any land and in any other assets (tangible or intangible) in which it now has any legal or beneficial interest or in which it in the future acquires any such interest (including any interest in respect of which a security interest can be granted under the PPSA, defined below), to secure payment of all money owed by the Applicant to that News Company, and consents to the lodging by any News Company of a caveat or caveats which note its interest in or over any such land or other caveatable property.

11) The applicant agrees to promptly execute any documents, provide all relevant information, fully cooperate with each News Company and do any other act or thing that a News Company requires to ensure that a caveat or caveats are effectively registered.

12) The applicant agrees to reimburse, upon demand, each News Company for all costs and/or expenses incurred or payable by   a News Company in relation to registering/ maintaining any caveat, financing statement (as defined in the PPSA) or other document, releasing in whole or in part any caveat or other security interest or any other document in respect of any security interest.

13) In relation to the Personal Property Securities act 2009 (PPS a):

(a.) The applicant consents to any News Company (the Secured Company) effecting a registration on the register (in any manner the Secured Company deems appropriate) in relation to any security interest arising under or in connection with or contemplated by these terms and conditions.

(b.) The Secured Company need not give any notice under the PPSA (including a notice of a verification statement) under or arising out of anything relating to a security interest unless the notice is required by the PPSa and the giving of it cannot be excluded.

(c.) The applicant authorises each News Company under section 275(7)(c) of the PPSa to obtain from the holder of any other security interest over relevant collateral any of the information referred to in section 275(1) of the PPSa.

(d.) The applicant agrees to promptly execute any documents, provide all relevant information, fully cooperate with the Secured  Company and do any other act or thing that the Secured Company requires to ensure that the Secured Company has a perfected  security interest in, and as priority over other security interests in the relevant collateral or otherwise.

(e.) each party contracts out of each provision of the PPSa which section 115 permits, except sections 117, 118, 123, 126, 128, 129, 134(1) and 135.  However, each of those sections is contracted out of to the extent that a provision in it would be contrary to or limit an express or implied right on the part of a News Company provided for in any agreement between the applicant and a News Company.

(f.) any disposal or other exercise of any right, power or remedy by a News Company will only be taken to be made under a provision which has not been excluded in paragraph e above, if the News Company so elects.

(g.) Notices or documents required or permitted to be given to the Secured Company for the purposes of the PPSa must be given in accordance with the PPSa. (h.) Neither the Secured Company nor the applicant may disclose information of the kind mentioned in subsection 275(1) of the PPSa except in circumstances required by paragraphs 275(7)(b)-(e);

(i.) The applicant waives its rights to receive anything from the Secured Company under section 275 and agrees not to make any request of the Secured Party under that section

14) Subject to clause 15, notices under or arising out of this application must be given in writing and may be delivered by hand, mail, email and/or facsimile to the addresses specified for the parties in the application or the address, fax number or email address last notified by the intended recipient to the sender after the date of this application. Notices will be deemed given

(a.) in the case of hand delivery, upon delivery;

(b.) in the case of mail, two Business Days after despatch;

(c.) in the case of facsimile, upon receipt of transmission; or

(d.) in the case of email, upon receipt of a delivery confirmation message - provided the subject of the email contains the words “Official Notice”. If delivery or receipt occurs on a day that is not a business day in the place to which the Notice is sent or is later than 4pm (local time) at that place, it will be taken to have been given or made at the commencement of business on the next business day in that place.

15) This application is governed by the laws of New South Wales, Australia. In relation to it and related non-contractual matters each party irrevocably submits to the non- exclusive jurisdiction of courts with jurisdiction there

16) The application is to be completed and signed or accepted electronically (via an on-line application) by each director, proprietor, partner, sole trader or committee member of the Applicant I/We (the persons signing or accepting as or for the applicant (as applicable) have read and understood this document and have been advised to, and given a reasonable opportunity to seek independent legal advice. I/We agree on our own behalf and (where it is a separate entity) on behalf of the applicant to be bound by the above terms and conditions and provide my/our personal consent as relevant. Furthermore, I/we confirm that the information that I/ we have supplied is true and correct.

2. GUARANTEE AND INDEMNITY – TERMS AND CONDITIONS

To: News Limited (ACN 007 871 178) and each of its related companies from time to time, including those companies listed in Schedule 1 of this document as an included company (each, a news company and together, the news companies).

1) For value (including, at the guarantors’ request, any News Company receiving and reviewing this application and/or providing or continuing credit to the applicant or not taking immediate action to enforce the applicant’s obligations to a News Company), each guarantor guarantees the due and punctual performance and payment of the guaranteed obligations. The guaranteed obligations are all actual and contingent liabilities and obligations of the applicant (alone or with others) to a News Company of any kind or for any reason, now or in the future, whether or not currently contemplated. They include (without limitation) any liabilities or obligations of which a News Company obtains the benefit because of an assignment to it.

2) If for any reason (for example, but without limitation, lack of capacity or authority, Insolvency (as defined in clause 3.f below), illegality, or inadequate or improper execution) a News Company has limited or no legal right to enforce against the applicant, or the applicant is not bound by, any guaranteed obligations or what would otherwise have been guaranteed obligations, each guarantor shall indemnify each News Company and pay to the relevant News Company the amount that News Company would have been entitled to recover but for those circumstances.

3) This guarantee and Indemnity is an unconditional continuing guarantee and indemnity and a principal and independent obligation. a guarantor’s liability and a News Company’s rights are not affected by anything which but for this paragraph might release or limit them wholly or partly, including (for example but without limitation) the following:

(a.) a News Company failing to enforce, or varying or wholly or partially releasing the guaranteed obligations or any security or other guarantee or other arrangement, or giving any time to pay, waiver or other concessions;

(b.) a News Company failing to take any security for the guaranteed obligations or waiving any condition precedent;

(c.) a News Company obtaining a judgment against the applicant;

(d.) any security held or taken by a News Company to secure the applicant’s or a guarantor’s obligations being void, defective or informal; (e.) any change in the nature, membership or constitution of the applicant or anyone else; or

(e.) the applicant or anyone else entering into any Insolvency (which includes bankruptcy, receivership, winding-up or any other form of administration).

4) If any News Company releases any guarantor from their obligations under this guarantee and Indemnity or if for any reason this guarantee and Indemnity otherwise ceases to bind any guarantor as a continuing obligation, this guarantee and Indemnity shall continue to bind every other guarantor not so discharged from their obligations under this guarantee and Indemnity.

5) This guarantee and Indemnity extends to any variation (with or without the guarantors’ consent or knowledge) of the guaranteed obligations, whether or not that increases the applicant’s liability.

6) Each guarantor shall make all payments under this guarantee and Indemnity when a News Company demands them, without deducting any amounts a guarantor may claim from a News Company. Each guarantor will pay in the currency demanded. If a guarantor fails to do so each guarantor shall indemnify each News Company in respect of any exchange loss. A guarantor shall make all payments free of any taxes or with holdings.  If a guarantor has to make a deduction, the amount each guarantor must pay is increased so each News Company receives the same amount it would have received had no deduction been made. a written statement by an authorised representative of a News Company as to what is due under this Guarantee and Indemnity is sufficient evidence unless it is proved wrong.

7) No Guarantor shall make a claim or lodge a proof in any Insolvency of the Applicant until the Guaranteed Obligations have been paid and satisfied in full.

8) Each guarantor shall pay on demand:

(a.) interest on all amounts payable under this letter at the applicable rate under the guaranteed obligations (or if none, as per the Commonwealth Bank of Australia’s Corporate overdraft Reference Rate - Quarterly Charging Cycle - plus 2% per annum);

(b.) stamp duty and other duties and charges on this Guarantee and Indemnity or any payment or receipt under it (including fines and penalties); and

(c.) each News Company’s legal costs of any actual or contemplated enforcement of this guarantee and Indemnity.

9) Any money paid to a News Company to reduce the applicant’s debt to a News Company may be used to pay off any part of the applicant’s debts which a News Company chooses.

10) If the applicant or anyone else enters into Insolvency and a News Company receives any money as a result of making a claim or for any other reason, that News Company may set that money aside and not use it to pay the guaranteed obligations until all News Companies have received enough to pay all of the guaranteed obligations. Until that happens each guarantor is fully liable for the guaranteed obligations as if no News Company had received the money.

11) If for any reason (for example a law about Insolvency, trusts, or directors’ duties) a News Company has to refund or give up any money which it recovers in relation to the guaranteed obligations, each guarantor owes that News Company all money which the guarantor would have owed had the amount refunded or given up never been paid or received. Each guarantor will do everything it can to restore to a News Company any rights which that News Company had before that News Company received the money it later had to refund or give up.

12) To better secure each News Company’s rights under this guarantee and Indemnity, each guarantor agrees to charge the interest they have either solely or jointly or as tenants in common in any real estate and personal assets, and each guarantor acknowledges a News Company’s right pursuant to the security hereby given lodge a caveat on any real estate in which they have such as interest and each guarantor agrees to execute a mortgage in favour of any News Company upon request by a News Company and do or cause to be done all such things as are necessary to give effect to the security hereby given.

13) If requested by a News Company, each guarantor agrees to grant a security interest to any News Company over any assets, whether tangible, in which they now have any legal or beneficial interest or in which they later acquire any such interest.

14) The guarantors agree to reimburse, upon demand, each News Company for all costs and/or expenses incurred or payable by a News Company in relation to registering/ maintaining any caveat, mortgage, financing statement (as defined in the PPSA) or other document, releasing in whole or in part any caveat or other security interest or any other document in respect of any security interest.

15) Each Guarantor confirms their agreement with clause 5 of the Application for Commercial Credit as though it were restated in this Guarantee and Indemnity.

16) In this guarantee and Indemnity the singular includes the plural and vice versa. If there is more than one guarantor, then the liability of them under this guarantee and Indemnity is several and also joint in respect of each two or more of them.

17) If any provision of this guarantee and Indemnity or its application to any person or circumstance is or is found to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the other provisions of this guarantee and Indemnity or the application of such provisions to any person or circumstances and the said other provisions shall remain in full force and effect.

18) This guarantee and Indemnity is governed by the laws of New South Wales, Australia. In relation to it and related non-contractual matters each party irrevocably submits to the non-exclusive jurisdiction of courts with jurisdiction there.

19) Each Guarantor consents to:

(a.) each News Company obtaining information from a credit reporting body about him or her (including a credit report which may contain information about their consumer credit history) (CRB Information) for the purposes of deciding whether to accept the Guarantor and collecting any payments which become overdue;

(b.) if personal Information (including CRB Information) about the Guarantor has been collected by a News Company (the Information Holder) and credit is to be provided to the applicant at any time by another News Company (the New Credit Provider), the disclosure of that personal information (including CRB Information) by the Information Holder to the New Credit Provider for the purposes of deciding whether to accept the Guarantor and collecting any payments which become overdue;

(c.) all or part of the information collected by this application form being disclosed to a credit reporting body or another credit provider for the purposes of assessing this application or collecting any payments which become overdue;

(d.) any information about defaults in payment obligations being disclosed to a credit reporting body or another credit provider for the purposes of collecting overdue payments or assessing any subsequent application for credit;

(e.) all of part of the information being collected by this form being used by any News Company to process this application as well as assist it in improving products and services; and

(f.) all or part of the information collected by this application form being disclosed to any Guarantor.

3. PERSONAL INFORMATION & PRIVACY

Collecting and using your information: News Limited (ACN 007 871 178) and its related companies from time to time, including those companies listed as included companies within our Credit Reporting  Policy (each a News Company, and together, the News Companies or "we") collect information about you when you complete this form. We also collect information about you from other sources, including from: our related companies; Credit Reporting Bodies; and the sources described in our Privacy Policy (found at www.newscorpaustraliaprivacy.com) and Credit Reporting Policy available at  www.newscorpaustralia.com/our-group-credit-reporting-policy).

We use the information we collect about you (including the information we collect from Credit Reporting Bodies) to assess your creditworthiness and to decide whether to provide you with credit or to accept you as a guarantor, and if so, on what terms. We also use that information: to provide you with our goods and services; to administer your credit arrangements with us; to promote and improve our goods and services; and otherwise in accordance with our Privacy Policy and Credit Reporting Policy. If you do not provide us with information we have requested from you, or we are unable to collect information about you from other sources, we may not be able to provide you, or the company for which you propose to be a guarantor, with the goods and services requested.

Disclosing your information: We may disclose your information to our related companies. Any of us may contact you for the above and related purposes (including by email and SMS) at any time. We may also disclose your information to our service and content providers, including those located outside Australia. Our Privacy Policy and Credit Reporting Policy contain more information about the locations of our service and content providers and other third parties to whom we may disclose your information.

Credit reporting: Before we provide you with credit, we may disclose the information we collect about you to Veda Advantage Ltd or Dun & Bradstreet (Australia) Pty Ltd (each a “Credit Reporting Body”) in order to obtain additional information about you, including credit reports. We may be entitled to disclose information about you to each Credit Reporting Body if you fail to meet your payment obligations to us, or you commit a serious credit infringement in relation to the credit that we provide you.

You have the right to ask a Credit Reporting Body not to use or disclose information about you if you believe on reasonable grounds that you have been or are likely to be a victim of fraud. You can also request that the Credit Reporting Body does not use information it holds about you to determine whether you are eligible to receive direct marketing offers from other credit providers.

You can contact Veda Advantage at: Veda Advantage, Veda - Customer Resolutions, PO Box 964, North Sydney NSW 2059. Phone: 1300 762 207 or email: corrections@veda.com.au. Veda's current contact details at any time can be found at: www.veda.com.au/contact-us

You can contact D&B at: Dun & Bradstreet (Australia) Pty Ltd - Client Services Centre, PO Box 4705, St Kilda Rd Melbourne VIC 3004. Phone: 13 23 33 or email: clientservices@dnb.com.au. D&B’s contact details at any time can be found at: www.dnb.com.au

Further information: You have the right to seek access to information we hold about you and ask us to correct that information. You also have the right to make a complaint about how we handle your personal information. Our Credit Reporting Policy (found at www.newscorpaustralia.com/our-group-credit-reporting-policy) and Privacy Policy available at : www.newscorpaustraliaprivacy.com  contain information about: how you can contact us; how you can complain about a breach of the Privacy Act; how we will deal with your privacy complaint; and how you can access or seek correction of your personal information, including credit information and information we collect from Credit Reporting Bodies. If we refuse your request to access or correct your information, we will generally tell you why. You can obtain a hard copy of our Credit Reporting Policy or Privacy Policy by contacting our National Privacy Officer on (02) 9288 3000 or : privacy@news.com.au

 

SCHEDULE 1 - List of included companies

Advertiser Newspapers Pty Ltd (ACN 007 872 997)
Advertiser News Weekend Publishing Company Pty Ltd (ACN 007 562 950)
Australia Independent Business Media Pty Ltd (ACN 126 233 743)
Business Spectator Pty Ltd (ACN 126 233 725)
Davies Brothers Pty Limited (ACN 009 475 754)
Duvir Holdings Pty Limited (ACN 068 007 474)
Eureka Report Pty Ltd (ACN 111 063 686)
Gold Coast Publications Pty Limited (ACN 009 696 511)
Kidspot.com.au Pty Ltd (ACN 111 607 866)
Leader Associated Newspapers Pty Ltd (ACN 004 337 446)
Messenger Press Proprietary Limited (ACN 007 563 439)
Nationwide News Pty Ltd (ACN 008 438 828)
News Digital Media Pty Limited (ACN 000 529 457)
News Life Media Pty Limited (ACN 088 923 906)
News Limited (ACN 007 871 178)
Perth Print Pty Ltd (ACN 081 584 223)
Queensland Newspapers Pty Ltd (ACN 009 661 778)
Shespot.com.au Pty Ltd (ACN 138 256 961)
Sunshine Coast Publishing Pty Ltd (ACN 090 524 799)
The Cairns Post Proprietary Limited (ACN 009 655 752)
The Geelong Advertiser Proprietary Limited (ACN 004 090 055)
The Herald and Weekly Times Pty Limited (ACN 004 113 937)
The North Queensland Newspaper Company Pty Limited (ACN 009 655 690)