PEARSON SOUTH AFRICA (PTY) LTD

(Reg No: 2009/022455/07)

CREDIT APPLICATION FORM

AND
TERMS AND CONDITIONS

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PART A APPLICANT’S PARTICULARS
A.1 BUSINESS DETAILS
Public Private Close Sole
Partnership
TYPE OF TRADING ENTITY Company Company Corporation Proprietor
(tick the applicable box) State Owned Personal External Non-
Non-Profit External Profit
Company Liability Inc Profit
REGISTERED NAME

TRADING NAME

INDUSTRY OR TRADE

HOLDING COMPANY NAME (IF APPLICABLE )

ANNUAL
HOW LONG ESTABLISHED NO. OF STAFF
TURNOVER
YEARS UNDER PRESENT OWNERSHIP AUDITORS
VAT
E MAIL ADDRESS FOR STATEMENTS
REGISTRATION NO.
A.2 IF NOT A JURISTIC PERSON: PROPRIETOR'S DETAILS
SURNAME FIRST NAMES
IDENTIFICATION NO / PASSPORT NO. IF
NON-SA CITIZEN
MARITAL STATUS (circle applicable) Single Married Divorced Widowed

MARRIAGE (circle applicable) Antenuptial Contract Community of Property

A.3 ADDRESS DETAILS

PHYSICAL BUSINESS ADDRESS

POSTAL ADDRESS

DELIVERY ADDRESS

CONTACT PERSON NAME DESIGNATION

TELEPHONE NO (CODE) FAX NO

A.4 FINANCIAL DETAILS

COMPANY / C.C. REG NO. BANK ACCOUNT NAME

BANKERS BRANCH

ACCOUNT TYPE ACCOUNT NO.

HOW LONG HAS BANK ACCOUNT BEEN ESTABLISHED

A.5 DETAILS OF DIRECTORS / MEMBERS / PARTNERS / OWNERS

NAME DESIGNATION ID NO. % HOLDING RESIDENTIAL ADDRESS

A.6 TRADE REFERENCES (NOT BANKERS)

CLASSIFICATION ACCOUNT NO.
REFERENCE NAME ADDRESS TELEPHONE NO. CREDIT LIMIT AMOUNT
OF TRADE

A.7 CREDIT FACILITIES REQUESTED

OPERATING COMPANY VALUE OF INITIAL ORDER ESTIMATED ANNUAL PURCHASE CREDIT LIMIT REQUESTED

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 PART B: DEFINITION OF TERMS USED IN PARTS A, C, D & E

1. "Agreement" means the agreement contained in this document comprising: (a) the order for Goods; (b)
the Applicant's particulars (Part A), (c) the Definitions (Part B), (d) the terms and conditions (Part C),
(e) the declaration (Part D) and if applicable, (f) the Suretyship (Part E).

2. “Company” means Pearson South Africa (Pty) Ltd (“PSA”), with registration number
2009/022455/07, and includes any and all of its associated companies, subsidiaries1, successors and
assigns in name and title.

3. “Applicant” means the applicant, for credit facilities, referred to in Part A hereof.

4. “Customer” means the company, close corporation, partnership, proprietor or individual applying to
whom the Company has granted credit facilities and with whom the Company has transacted.

5. "Goods" means the products to be sold to the Customer, by the Company, from time to time, in
terms of this Agreement. “Goods” in terms of this Agreement will specifically include but not be
limited to product produced and published by PSA; as well as any products of Edexcel South Africa
(Pty) Ltd, whether digital or printed.

6. "Parties" means the Company and the Customer.

7. An expression which indicates -any one gender includes the other gender; a natural person includes a
juristic person and vice versa; the singular includes the plural and vice versa; a Party includes a
reference to that Party’s successors in title and assigns allowed at law; and a reference to a
consecutive series of two or more clauses is deemed to be inclusive of both the first and last
mentioned clauses.

8. Any reference in these Terms and Conditions to –"business hours" shall mean the hours between
08h30 and 17h00 on any business day. Any reference to time shall be based upon South African
Standard Time; "days" shall mean calendar days unless qualified by the word "business", in which
instance a "business day" will be any day other than a Saturday, Sunday or public holiday as gazetted
by the government of the Republic of South Africa from time to time.

9. If any period is referred to in any Agreement by way of reference to a number of days, the days shall
be reckoned exclusively of the first and inclusively of the last day, unless the last day falls on a day
which is not a business day, in which case the last day shall be next succeeding business day.

10. THE CUSTOMER’S ATTENTION IS SPECIFICALLY DRAWN TO THE FOLLOWING:

10.1. THE CUSTOMER SHALL BE ENTITLED TO ORDER FROM THE COMPANY ANY GOODS THAT
ARE CREATED AND SOLD BY PEARSON SOUTH AFRICA (PTY) LTD (“PSA”).

11. IF THE COMPANY EXERCISES ITS RIGHT TO ENFORCE ANY OF ITS RIGHTS IN TERMS OF
THIS AGREEMENT, THE CUSTOMER UNDERSTANDS AND AGREES THAT THE COMPANY
MAY DO SO IN ITS NAME AS DEFINED IN CLAUSE 2 ABOVE

12. The Company’s policies and procedures in respect of disclosures and access to information are available
on request.

PART C: TERMS AND CONDITIONS

1 For purposes of this Agreement, “subsidiaries” shall include Pearson Education Africa (Pty) Ltd,

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1. Unless otherwise agreed in writing, the Customer undertakes to make payment within 60 (sixty) days
from date of statement. Any deviation from this time period shall be agreed between the parties and
recorded in writing as an addendum to this Agreement, signed by the Customer and the Company. If
the Customer does not pay any amount that is due, then, any other amounts which are outstanding and
not due will immediately become due, owing and payable without further notice to the Customer. It
must be understood that the Company reserves the right to revoke the Customers credit terms at its
sole discretion.

2. If required by the Company, a person approved by the Company shall act as surety for and co-principal
debtor with the Customer on the terms stated in Part E.

3. Notices:

3.1. The Company selects as its address the physical address, facsimile number and email address set
out in Part A of this Agreement for the purposes of giving or sending any written notice provided
for or required under this Agreement. The Customer selects as its address the physical address,
facsimile number and email address set out in Part A of this Agreement for the purposes of giving
or sending any written notice provided for or required under this Agreement. A Party may change
its address or contact details by giving written notice to the other Party. Such change of address
will be effective 5 (five) business days after receipt of the notice of the change. All notices to be
given in terms of this Agreement will be given in writing and will be delivered by hand, sent by
facsimile or transmitted by email. Notices delivered by hand during business hours will be
presumed to have been received on the date of delivery.

3.2. Notices delivered by facsimile during business hours will be presumed to have been received on the
date of successful transmission of the facsimile. Notices delivered by email shall be deemed to have
been received within 24 (twenty four) hours of being sent. Any notice delivered or facsimile sent
after business hours or on a day which is not a business day will be presumed to have been
received on the following business day. Notwithstanding the aforementioned, any notice given in
writing, and actually received by the Party to whom the notice is addressed, will be deemed to have
been properly given and received, notwithstanding that such notice has not been given in
accordance with this clause.

4. Should payment of any amount not be made within the credit terms approved, any discount granted or
to be granted, in respect of such amount, may at the discretion of the Company be withdrawn. It is
further acknowledged that should any amount not be paid within the credit terms approved, then the
entire amount outstanding at that time shall become due, owing and payable.

5. The Company does not supply “Consignment Stock” or Goods on a “Sale or Return” basis unless
specifically agreed in writing.

6. Unless both Parties agree anything to the contrary in writing, the Company’s delivery practice shall be
as follows:

6.1. delivery of the Goods shall be effected by the Company;

6.2. take place at the Company's cost and expense;

6.3. take place on the date and time indicated by the Customer, or

6.4. where the Parties do not specify a date and time, the Company will at all times endeavour to
dispatch the Goods for delivery to the Customer as soon as practicably possible after order has
been confirmed; and

6.5. take place at the address stipulated by the Customer, or

6.6. where the Parties do not specify a place of delivery, at the premises of the Customer as
indicated in Part A.

7. An indication as to expected or anticipated delivery dates or times shall merely be an estimate,

unless both Parties otherwise agree in writing. If the Company tenders delivery on a date other
than that set out in clause 6 then the Customer may:

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7.1. accept delivery at the location, date and time proposed by the Company;

7.2. require the Company to deliver at the location, date and time agreed to in writing (if that date
and time have not yet passed); or

7.3. cancel the order without penalty, within 24 (twenty four) hours after the Company has
tendered delivery.

8. Subject to clauses 6 and 7, the Customer shall be obliged to take delivery of the Goods when
tendered, unless any Goods are faulty or a larger quantity of Goods is delivered than stated in the
order.

9. A delivery note or a document evidencing collection or delivery must be signed by the duly
authorised representative of the Customer whose identity must be provided in writing to the
Company in the order or otherwise in advance in writing.

10. The Customer shall have the right to examine any Goods which are tendered. The Customer is
advised to inspect any Goods delivered as soon as possible. The Customer must inform the
Company in writing of any defect and must provide full details of the nature of the defect, within 30
(thirty) days after such defect is discovered by the Customer.

11. In the absence of any notice to the contrary, a delivery note or such other document evidencing
collection or delivery, duly signed by any authorised person accepting the Goods on behalf of the
Customer will be regarded as proof that the Goods delivered:

11.1. were delivered timeously;

11.2. were of the type and quality contemplated in the Purchase Order;

11.3. if the Goods were purchased from a Catalogue or Sample, conform in all material respects to
the description in the Catalogue or the Sample examined by the Customer (whichever is
applicable); and

11.4. were in the ordered quantities.

12. The Company shall be entitled from time to time to withhold or suspend delivery of any Goods
ordered should any amount due to the Company be in arrears for longer than 30 (thirty) days after
the due date for payment thereof.

13. Notwithstanding the delivery and possession of any Goods purchased, ownership of the Goods shall
remain vested in the Company until the purchase price has been paid in full. Risk in the Goods shall
pass to the Customer on delivery, as contemplated above.

14. Should any orders be received requiring delivery outside the borders of South Africa, these Goods
shall be supplied on an “Ex-Works” basis, whereby the Customer shall effect additional payment for
the delivery and packing of the Goods, as well as payment for insurance in transit.

15. The Customer may cancel any order which has been accepted by the Company, if it was
approached, whether by mail, in person or by electronic communication, by the Company or any of
its sales agents for the purpose of promoting any goods. The Customer must deliver to the
Company a written cancellation notice within 10 (ten) days after the date of delivery of the Goods in
question to the Customer.

16. The Customer may return Goods and receive a full refund, less a fair percentage to be determined
as a fee by the Company, at the Customer's own risk and expense, within 10 business days after
delivery thereof to the Customer, as contemplated in this Agreement. The Company’s acceptance of
the Goods returned will be subject to the Goods being returned in its original packaging and in a
mint and saleable condition.

17. The Company shall keep written record of each transaction for the purchase, sale and delivery of
Goods. Sales records will be held in safe custody at a place determined by the Company for at least
5 (five) years after delivery. Records pertaining to orders which are rejected shall be discarded.

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 Sales record information, i.e. this Agreement, shall at all times be accessible to the Customer which
may request the Company to provide it with copies of any such records from time to time, provided
that it shall be liable to reimburse the Company for reasonable costs incurred in the course of
preparing, making and delivering the aforesaid copies.

18. The Company shall at any time be entitled to invoke its rights, notwithstanding that the Company
may previously have disregarded any particular breach or breaches of the Agreement by the
Customer, or that the Company may previously have accorded to the Customer expressly or by
implication, permission to perform otherwise than strictly in accordance with his obligations
hereunder.

19. The Customer and Surety acknowledges that by signature hereof they have agreed to be bound to
the terms and conditions set out here above not only in respect of the credit possibly granted in this
instance, but also in relation to all increases in credit limits, variations of credit terms, the operation
of more than one account and in respect of any credit granted subsequently by another Company
falling within the definition of Company, but not explicitly referred to in this document.

20. If the Customer is uncertain as to its rights and obligations under any Agreement or wants an
explanation about them, the Customer should contact the Company’s Debtors Department at the
contact details set out on the page titled “General Information and Instructions”.

21. The Applicant further agrees that for the purposes of section 5 of the Protection of Personal
Information Act (No 4 of 2013 as amended) the information supplied in this document may be used
for the following purposes:-

(i) The assessment of the Applicants credit worthiness by reference to the Credit Bureau of the
Company’s choice ; the Applicants bankers as well as any referees provided by the Applicant.

(ii) The supplying of accurate and appropriate credit references to the Company’s credit bureau
as such references pertain to the Applicant’s conduct of this account, once approved.

(iii) The supplying of such statistics as may legally be required by Statistics South Africa or any
other regulatory body.

(iv) By PSA’s duly appointed Attorneys of record for the purposes of debt collection, should this
prove to be necessary. It is accepted and agreed to, by the Applicant that in order to collect
an outstanding debt, PSA’s Attorneys of record may need to make use of the services of a
Tracing Agent.

(v) By PSA’s Sales and Marketing division for inclusion of the Applicant in PSA’s Best Sellers
Loyalty Club programme.

22. The Parties agree that certain provisions in this Agreement have been included to give effect to the
provisions of the Consumer Protection Act (68 of 2008), as amended from time to time. These
provisions are to protect and benefit Customers that are natural persons whose asset value or
annual turnover, at the time of the transaction, is less than the threshold value determined by the
Minister of Trade and Industry, from time to time, in terms of section 6 of the Consumer Protection
Act. If the Customer is a juristic person whose asset value or annual turnover, at the time of the
transaction, equals or exceeds the threshold value determined by the Minister of Trade and
Industry in terms of section 6 of the Consumer Protection Act, then the provisions contained in this
Agreement giving effect to the Consumer Protection Act shall not apply to the Customer. The
current threshold is determined at R2m (two million Rand).

23. Where applicable, the Customer acknowledges that its right to disclosure and information has been
explained and that it is understood. The rights include the following:

23.1. Right to information in plain and understandable language;

23.2. Disclosure of price of goods or services;

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 23.3. Product labelling and trade descriptions;

23.4. Disclosure of reconditioned or grey market goods

23.5. Sales records; and

23.6. Disclosure by intermediaries.

24. A Party shall be in default of its obligations in terms of any Agreement if it – fails to pay punctually
any amount due and payable to the other Party; and/or commits any other breach of any of the
terms of any Agreement, and fails to remedy same within a period of 10 (ten) business days from
the date of written notification to that effect from the aggrieved Party. Should the Company
instruct attorneys to collect any amount owing by the Customer, the Customer agrees that he/she/it
will be liable for all costs, including all legal costs on the scale as between attorney and client, and
collection commission that may be charged in respect of the collection thereof, together with an
administration fee of 10% of the amount collected. The Customer should take note that the
reference to "attorney-and-client scale" is a reference to fees that a client would be charged by his
or her own attorney. The "attorney-and-client scale" is the highest scale in the High Court rules.

25. The Customer and any surety for the obligations of the Customer as stated in part E, hereby consent
in terms of Section 45 of the Magistrate’s Court Act to the jurisdiction of the Magistrate’s Court,
having jurisdiction in terms of Section 28 of the said Act not withstanding that the amount claimed
may exceed its jurisdiction. The Company, at its discretion, may elect to utilise the services of the
High Court, thereby replacing the aforementioned jurisdiction of the Magistrates Court Act with that
of the High Court. This Agreement is governed by South African law.

PART D: DECLARATION

I/We do hereby apply to the Company for credit facilities and I/We have read and understood the terms and
conditions as set out in Parts B and C of this application and agree to be bound thereby.

The Applicant hereby consents to the Company making enquiries about their / its credit record with any credit
reference agency and other parties named herein to confirm the details of this application and obtain additional
information the Company may deem necessary.

I / We warrant and certify that:

1. The information contained in this document is true and correct and I / We undertake to notify the
Company of any changes to particulars given in this application;
2. I/We am/are duly authorised to sign this application.

DATE: ………………………………… SIGNED: ……………………….…………………….

On behalf of (applicant’s name and stamp) NAME OF SIGNATORY: ……………………………..…………..

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 PART E: SURETYSHIP

I/We, the undersigned

a) …………………………………………… in my capacity as …………………………………. of the Customer

(name)

ID NO: …………………………………… PHYSICAL ADDRESS: ……………………….………………….

…………………………………………..

b) …………………………………………… in my capacity as …………………………………. of the Customer

(name)

ID NO: …………………………………… PHYSICAL ADDRESS: ……………………….………………….

…………………………………………..

c) …………………………………………… in my capacity as …………………………………. of the Customer

(name)

ID NO: …………………………………… PHYSICAL ADDRESS: ……………………….………………….

…………………………………………..

which I / we hereby choose as my / our domicilium citandi et executandi do hereby bind myself /
ourselves jointly and severally in solidum with the Customer hereinabove stated to and in favour
of Pearson Holdings Southern Africa (Pty) Ltd, its subsidiaries, successors and assigns in name
and title (the “creditors”) as surety(ies) for and co-principal debtor(s) with the Customer for the
due payment of all debts and other amounts due of whatsoever nature and howsoever arising by
the Customer to the creditors from time to time.

I / We hereby renounce the benefits of the legal exceptions of excussion and division, cession of
action and no value received and all or any exceptions which could or might be pleaded to any
claim by the creditors against me / us, with the meaning, force and effect of all which exceptions
I / We declare myself / ourselves to be fully acquainted.

I / We furthermore agree and understand that the terms and conditions in Part C above shall be
applicable to this suretyship as if they were included in this suretyship.

I / We furthermore declare that we have / have not 2 signed surety for any other company or
third party. If so, please list:

1. ______________________________________________________________________
2. ______________________________________________________________________
3. ______________________________________________________________________
4. ______________________________________________________________________

2 Delete which is not applicable and initial next to the deletion.

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5. ______________________________________________________________________

THUS DONE and SIGNED by me / us on this ........................................ day of

.................................... 20 ... in the presence of the undersigned witnesses3.

AS SURETY(IES):

a. ………………………………………………………… .................................................
Print name Signature

b. ………………………………………………………… .................................................
Print name Signature

c. ………………………………………………………… .................................................
Print name Signature

AS WITNESSES:

1. …………………………………………………………
Signature

2. …………………………………………………………
Signature

3. …………………………………………………………
Signature

3 One separate witness to sign for each surety.

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EXPLANATORY NOTE ON TERMS CONTAINED IN THE SURETYSHIP

Dear Customer,

In order to comply with the provisions of the Consumer Protection Act, we are required to explain any
terms or phrases to you that are not in plain and understandable language.

The Suretyship contains certain phrases in Latin, which you might not understand or be familiar with,
and therefore this note is inserted to explain these terms and how they affect your rights as a
consumer and/or as a surety.

• Domicilium citandi et executandi - this means the addresses at which PHSA and/or their
legal representatives may serve letters and other legal process on you, and it is presumed that
you are present at all material times at this address. It is important to keep us updated of any
changes to this address.

• Jointly and severally in solidum - which means that you agree that you are jointly
responsible with the Customer for the full debt owed to PSA, and that PSA may choose who
they wish to recover the debt from.

• Legal exception of excussion - means that you waive your right to claim that PSA must
first exhaust their legal remedies against the Customer before they can claim the debt from
you.

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 GENERAL INFORMATION & INSTRUCTIONS

Please attach the following to your credit application:

❑ Copy of identification document for persons in A2 and A5

❑ Copy of Memorandum of Incorporation / Founding Statement / Certificate to
commence business
❑ Blank Company Letterhead
❑ Most recent Annual Financial Statements
❑ Letter of Credit from your Bankers
❑ Proof of insurance
❑ VAT Registration Certificate

Important note:
❑ Please ensure that you initial each page of this application and sign your full
name in the spaces provided.

❑ It is imperative that the ORIGINAL credit application is returned to the

Company at P O Box 396, Cape Town 8000 and reaches us within 30 days
from the date that we issue this application to you. All questions and
information must be completed and submitted together with the necessary
documentation referred to above.

❑ In the event that you are unsure as to what information needs to be provided
or you require any assistance, please contact the Company’s Debtors
Department on (021) 532-6000.

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