Loan Terms & Conditions

  1. This Contract

 

1.1 The contract between Zip Business New Zealand Limited (NZBN: 9429042550273) (“Zip Business”) and the Borrower is made up of the credit line agreement (the “Credit Line Agreement”) and these general terms and conditions (the “T&Cs”).

 

  1. When Zip Business will not lend

 

2.1 Zip Business will not lend the Borrower any or all of the Credit Line Amount, or approve a Draw Down Request, if:

2.1.1. any Guarantee required by Zip Business in support of the Credit Line Facility is not in a form and substance satisfactory to Zip Business, acting reasonably;

2.1.2. it is not satisfied on reasonable grounds with the results of the Borrower’s credit reference checks;

2.1.3. Zip Business reasonably forms the view based on information provided by the Borrower, or obtained by Zip Business through its own enquiries, that the Borrower is, or would likely be, unable to repay the Credit Line Facility;

2.1.4. Zip Business becomes aware prior to any Draw Down Request that there has been a significant adverse change in the Borrower’s financial position;

2.1.5. an Event of Default has occurred under the Contract (see clause 9); and

2.1.6. if the Scheme applies, the Borrower has not provided an BFGS Declaration in a form and substance satisfactory to Zip Business.

 

  1. Drawing down under the Credit Line Facility

 

3.1. Subject to the conditions precedent in clause 2 and the terms and conditions specified in the Contract, Zip Business agrees to provide the Credit Line Facility to the Borrower.

3.2. The maximum amount of credit available to the Borrower under the Credit Line Facility is the Credit Line Amount.

3.3. The Borrower may make a request for credit to be advanced under the Credit Line Facility during the Commitment Period by submitting a Draw Down Request. The Borrower owes Zip Business any amount of credit advanced to the Borrower under the Credit Line Facility.

3.4. More than one Draw Down Request can be submitted by the Borrower during the Commitment Period as long as the aggregate Draw Down Amounts that are owing do not exceed the Credit Line Amount.

3.5. A Draw Down Request must be:

  • 3.5.1. in the form specified by Zip Business and which can be accessed and submitted by the Borrower by logging into the Borrower’s Client Dashboard; and
  • 3.5.2. for an amount which is not less than $500 and which does not, taking into account the aggregate Draw Down Amounts that are owing, exceed the Credit Line Amount.

3.6 Zip Business may, but is not obliged to, allow the Borrower to nominate in a Draw Down Request a Repayment Term applicable to the relevant Draw Down. If Zip Business does so, the Repayment Term nominated by the Borrower must be consistent with one of the options made available by Zip Business in the specified form of Draw Down Request and may in any event not exceed the Maximum Repayment Term. Where no Repayment Term options are available in the form of Draw Down Request specified by Zip Business, the Repayment Term for the relevant Draw Down is the Maximum Repayment Term.

 

3.7. The Borrower authorises Zip Business to deduct the Origination Fee from the Draw Down Amount prior to making payment of the Draw Down Disbursement Amount into the Borrower’s Account.

 

3.8. Subject to clauses 2.1 and 3.5, the Draw Down Disbursement Amount will be credited to the Borrower’s Account.

  1. Payments

 

Making Repayments

 

4.1. On or before the date on which a Draw Down Request is accepted by Zip Business, Zip Business will provide the Borrower with a Draw Down Repayment Schedule which sets out the amount of the repayments, the term over which the repayments are to be made (the “Repayment Term”) and the date(s) by which they must be paid by the Borrower in relation to that Draw Down Amount as specified in the Draw Down Repayment Schedule. The Borrower must pay each of those repayment amounts to Zip Business on or by the date(s) set out in the relevant Draw Down Repayment Schedule. The terms of those repayments may be changed by Zip Business without the Borrower’s consent in accordance with clause 15 of these T&Cs.

 

4.2.The Borrower must pay each of the repayment amounts set out in the Draw Down Repayment Schedule to Zip Business on or by the date(s) set out in the relevant Draw Down Repayment Schedule. The terms of those repayments may be changed by Zip Business without the Borrower’s consent, subject to clause 15.

 

 

 

Payment at the end of the Repayment Term

 

4.3. At the end of the Repayment Term the Borrower must pay Zip Business the Draw Down Amount Owing in full (if it is not already due and payable).

How Repayments are to be made

 

4.4. All repayments must be made by direct debit, unless otherwise agreed by Zip Business. The Borrower must sign any documents required by Zip Business to enable repayments to be made directly from the Borrower’s Account by direct debit. Documents may be signed electronically if Zip Business agrees.  Direct debit repayments are processed three days prior to the due date of the Scheduled Repayment, after which the repayment cannot be amended or cancelled.

When Repayments are not made by the due date

 

4.5. If a Scheduled Repayment is not made by the Borrower on the due date for that repayment, and where  such failure to pay is not remedied within three (3) days of the due date, the Borrower agrees to pay to Zip Business the Late Payment Fee.

Early Repayment

 

4.6. The Borrower may make a Partial Early Repayment or Full Early Repayment to Zip Business at any time during the Repayment Term subject to clauses 4.9 and 4.10.

4.7. Making a Partial Early Repayment or Full Early Repayment will reduce the amount shown as the Total Repayment Amount in the Credit Line Agreement.

4.8. Before making a Partial Early Repayment or a Full Early Repayment to Zip Business, the Borrower must:

  • 4.8.1 contact Zip Business by calling or emailing the Zip Business Customer Service Line (the details of which are set out on the Client Dashboard) at least 2 business days prior to the date on which the Borrower wants to make the early repayment; and
  • 4.8.2. confirm the amount of the Partial Early Repayment or Full Early Repayment that the Borrower intends to make to Zip Business.

 

4.9. The minimum Partial Early Repayment that can be made by the Borrower is an amount which is equal to or greater than 25% of the Draw Down Amount to which the Partial Early Repayment relates.

4.10. When making a Partial Early Repayment or Full Early Repayment in accordance with this clause, Zip Business will charge the Borrower interest for the full month commencing from the due date immediately before the early repayment is made and calculated on the basis of the amount outstanding as at the start of that month.

4.11. Where Zip Business receives a Partial Early Repayment from the Borrower, Zip Business will provide the Borrower with an amended Draw Down Repayment Schedule.

Application of Payments

 

4.12. Payments received by Zip Business under this Contract may be applied to any amount the Borrower owes under this contract in any order determined by Zip Business. For example, if there are Fees owing under the Contract or outstanding enforcement expenses, Zip Business may apply payments to those amounts before any regular repayment.4.13 The Borrower must pay all moneys owing under the Contract in full without deduction whatsoever and without any claim for damages, compensation or set-off (whether equitable or legal).

 

  1. Interest

 

5.1. The Borrower must pay interest on the principal outstanding under each Draw Down calculated at the Annual Percentage Rate.

5.2. If the Borrower does not make any Scheduled Repayment by the relevant due date, the Borrower also must pay interest calculated at that rate on the interest and Fees which have been charged and are outstanding on each next due date for a Scheduled Repayment.

5.3. Interest is calculated and accrues on a daily basis and is payable on each date a payment is to be made as set out in the applicable Draw Down Repayment Schedule. Zip Business may also charge interest:

  • 5.3.1. immediately before the Draw Down Amount Owing is repaid by the Borrower; and
  • 5.3.2 .immediately before the Total Amount Owing becomes due under clause 9.2.

 

  1. Fees

 

6.1. The Borrower must pay Zip Business the Fees set out in the Credit Line Agreement. They are payable, and the Borrower must pay them, at the times and in the circumstances specified in the Credit Line Agreement (subject to clause 6.2).

6.2. The Origination Fee is deducted from each Draw Down Amount as described in clause 3.6 above and is capitalised (meaning interest is charged on it). It is repaid as part of the Scheduled Repayments.

6.3. Fees are subject to change without the Borrower’s consent in accordance with clause 15.

  1. Representations and warranties

 

7.1. The Borrower, and where there is more than one Borrower, each of them, represents and warrants:

  • 7.1.1. Organisation. That the Borrower, if it is a legal entity, is duly incorporated and validly existing under the laws of jurisdiction of its incorporation, and has the lawful power to own its assets and to carry on business as it is being conducted.
  • 7.1.2. Legally binding obligation. Each document comprising the Contract constitutes a valid and legally binding obligation and is enforceable against it in accordance with its terms.
  • 7.1.3. No Breach. The execution, delivery and performance of the Contract and each transaction contemplated by the Contract does not violate or breach any law or result in a breach of the constitutive documents of the Borrower or any contract, agreement, or instrument to which the Borrower is a party or by which the Borrower or its assets are bound.
  • 7.1.4. Authorisation. All authorisations required to be obtained by the Borrower in connection with the execution, delivery and performance of this Contract and the transactions contemplated by it have been obtained.
  • 7.1.5. Taxes. The Borrower has filed all tax returns it was required by law to have filed as at the date of this Contract, has paid or caused to be paid all taxes, assessments, and other governmental charges that were due and payable prior to the date of the Contract, and has made adequate provision for the payment of such taxes, assessments, or other charges accruing but not yet payable, and the Borrower has no knowledge of any deficiency or additional assessment in a material amount in connection with any taxes, assessments, or charges not provided for on its books.
  • 7.1.6.Ranking. The Borrower’s payment obligations under the Contract rank and will at all times rank at least pari passu in right and priority of payment with all its present and future unsecured and unsubordinated obligations other than obligations mandatorily preferred by any law applying to companies generally;
  • 7.1.7. Compliance with Law.  the Borrower has complied with all applicable laws in respect of: (1) restrictions, specifications, or other requirements pertaining to products that the Borrower sells or to the services it performs; (2) the conduct of its business; and (3) the use, maintenance, and operation of its properties.
  • 7.1.8. No misrepresentation. All information relating to the Borrower provided to it, or on its behalf, to Zip Business in connection with the Contract, the BGFS Declaration or the transactions contemplated by it was, at the time it was provided or as at the date upon which it was stated to be true and in all material respects and was not, by omission or otherwise, misleading in any material respect at that time.

7.2. Each representation and warranty given in clause 7.1 above will be repeated on the date of each Draw Down Request and each Draw Down Date, in each case, with reference to the facts and circumstances subsisting at that time.

  1. Borrower undertakings

8.1. Information. The Borrower will provide to Zip Business:

  • 8.1.1 as soon as reasonably practicable and in any event no later than six (6) months after the end of each financial year, a copy of the annual accounts;
  • 8.1.2. quarterly statements, such as GST statements, no later than forty-five (45) days after the end of each quarter; and
  • 8.1.3. notice of any loans, financing or debt funding arrangements entered into by the Borrower or on its behalf and which have not been previously disclosed to Zip Business within three (3) days from the date on which the relevant loan, debt or financing documentation is executed; and
  • 8.1.4. promptly, any further information regarding its financial condition and business operations which Zip Business, acting reasonably, requires from time to time.

8.2. Know your client procedures. The Borrower will promptly provide to Zip Business any documentation and other evidence which is from time to time reasonably required by Zip Business to comply with its know your customer procedures.

8.3. Notification of certain events. The Borrower will immediately notify Zip Business in writing if it becomes aware of the occurrence of:

  • 8.3.1. (Event of Default) any Event of Default; and
  • 8.3.2. (Litigation) any litigation, arbitration, criminal or administrative proceedings which are current, pending or to its knowledge threatened relating to the Borrower or its assets and which could materially impact the Borrower’s ability to fulfil its obligations under this Contract.

 

  1. Events of Default and termination

9.1. Events of Default. Each of the events set out in this clause 9.1 is an “Event of Default”:

  • 9.1.1. (Failure to pay) The Borrower does not pay an amount payable by it at or before the due date and in the manner specified in the Contract and the failure to pay has not been remedied within three (3) business days after the due date for payment;
  • 9.1.2 (Other obligations) the Borrower fails comply with any of its obligations under this Contract and the failure to comply is not remedied within seven (7) days after the due date;
  • 9.1.3. (Illegal activities) A statutory or law enforcement authority notifies Zip Business that the Borrower or any Guarantor is involved in an illegal activity;
  • 9.1.4. (Material untrue warranty or misrepresentation) Any warranty, representation or statement made or repeated by the Borrower in the Contract is proved to be materially untrue in any respect or misleading in a material respect when made or repeated and which creates a Material Credit Risk to Zip Business, and if the circumstances causing that untrue warranty or misrepresentation are capable of being remedied, those circumstances have not been remedied within thirty (30) days of the occurrence of that untrue statement or misrepresentation;
  • 9.1.5. (Failure to provide financial information) The Borrower fails to provide any financial information required to be provided under clause 8.1 of these T&Cs and that default has not been remedied within thirty (30) days of written notice being given by Zip Business to the Borrower to rectify that default;
  • 9.1.6. (Insolvency Event) an Insolvency Event occurs in relation to the Borrower; or
  • 9.1.7. (Loss of business licence) The Borrower loses a licence or permit that it needs to conduct or operate its business, and which creates a Material Credit Risk to Zip Business, and if that loss of business licence is capable of being remedied, it has not been remedied within thirty (30) days of the date the loss of the business licence occurred.
  • 9.1.8 (Credit) there is a decrease in the Borrower’s credit rating which creates a Material Credit Risk to Zip Business.

9.2. Zip Business’s rights on Event of Default If any Event of Default occurs, then during the period that it subsists, Zip Business may by notice to the Borrower do any or all of the following:

  • 9.2.1. declare than an Event of Default has occurred; and
  • 9.2.2. subject to the requirements of any applicable law, including as to notice, declare that the Credit Line Facility be immediately cancelled and that all amounts owing under the Contract (including amounts accrued but not yet charged) are immediately due for payment; or
  • 9.2.3. terminate the Contract.

 

9.3. Borrower’s ability to terminate. The Borrower may, upon or following repayment of the Total Amount Owing under the Credit Line Facility, and subject to the provision of three (3) business days written notice to Zip Business, terminate this Contract. Upon Zip Business being satisfied that the Total Amount Owing has been repaid (including any interest, Fees or charges incurred prior to the date of repayment, but not yet charged), Zip Business will confirm to the Borrower in writing that the Contract has been terminated.

9.4. Termination prior to Initial Draw Down. The Borrower or Zip Business may terminate the Contract prior to the Initial Draw Down on the Credit Line Facility by providing notice to the other party.

 

  1. Enforcement expenses

 

The Borrower shall, within three (3) business days of demand, pay to Zip Business the amount of all costs and expenses (including legal fees) incurred by Zip Business in connection with the enforcement of, or the preservation of any rights under this Contract.

The Borrower shall, within three (3) business days of demand, indemnify Zip Business against any cost, loss or liability incurred by Zip Business as a result of the occurrence of any Event of Default or the failure by the Borrower to pay any amount due under this Contract on its due date.

  1. Anti Money Laundering
Zip Business may delay, block or refuse to process any transaction without incurring any liability if it suspects that:
11.1 the transaction may breach any anti money laundering laws or regulations in New Zealand or any other country or any other prohibitions that may be applicable to Zip Business; or
11.2 the transaction may directly or indirectly involve the proceeds of, or be applied for the purposes of, conduct which is unlawful in New Zealand or any other country.
  1. Financial difficulty and restructuring

 

12.1 In the event that the Borrower is experiencing difficulty in meeting its financial obligations to Zip Business under this Contract, the Borrower should promptly contact Zip Business to discuss any options that may be available.

12.2 In the event that the Borrower fails or is unable to make a Scheduled Repayment within three (3) days of the relevant due date, Zip Business may agree to enter into a Restructure Agreement with the Borrower.

12.3 If the parties agree to enter into a Restructure Agreement, the Borrower must pay the Restructure Fee set out in the Credit Line Agreement.

12.4 The Restructure Agreement will specify the agreed repayments, applicable interest rate and any additional terms which apply to the Borrower under the Restructure Agreement.

  1. Notices and change of details

 

Notices

 

13.1. Any notices required or permitted to be given under the Contract must be given in writing and shall be delivered by e-mail to the last known email address specified in writing to the other party.

Change of details

 

13.2. If the name, address or contact details of the Borrower change, the Borrower must notify Zip Business as soon as possible. Zip Business may give notices, correspondence or other documents to the Borrower by sending it to the last known address appearing in Zip Business’s records, or by any other method permitted by law.

  1. Statements and other information

 

14.1. The Borrower may access online statements by logging into the Borrower’s Client Dashboard.

14.2. The Borrower may request a copy of:

  • 14.2.1. this Contract;
  • 14.2.2. a statement which shows the Total Amount Owing; and
  • 14.2.3. any notice previously provided to the Borrower and which relates to the exercise of Zip Business’s rights under the Contract.

 

14.3. If the Borrower makes a request pursuant to clause 14.2 of this document, Zip Business will provide a copy of the relevant document within three (3) business days of that request. If for some reason Zip Business is unable to provide the Borrower with a copy of that document within that timeframe, it will notify the Borrower and provide an expected timeframe for receipt of the document.

  1. Changes to the Contract

 

15.1. Zip Business may change the amount, frequency or time for payment of the Fees and charges (including any government charges), or repayments, or change the Annual Percentage Rate if:

  • 15.1.1. its funding costs have changed; or
  • 15.1.2. to meet its legal obligations or as the result of any change or anticipated change to a relevant law, regulation or code.

All of these changes can be made without the Borrower’s consent.

15.2. In addition, Zip Business may make any other changes to the Contract if those changes are not adverse to the Borrower.

15.3. Subject to clause 15.4 or any longer time period specified at law, Zip Business will notify the Borrower of changes to the Contract at least thirty (30) days before the change takes effect.

15.4. If the change to the Contract has been agreed with the Borrower, the change may take effect on the date agreed as between the parties.

15.5. If Zip Business notifies the Borrower of a change to the terms of the Contract, the Borrower may give Zip Business written notice of the Borrower’s intention to cancel. If the Borrower gives Zip Business that notice within the 30 day notice period referred to in clause 15.3, pays the Total Amount Owing under the Contract and complies with any remaining obligations under the Contract, the Contract will come to an end. In that case, Zip Business will not charge the interest for the full month as described in clause 4.9.

  1. Credit verification

 

The Borrower authorises Zip Business, either directly or through third parties, to make any inquiries it considers necessary to validate the account and financial information provided by the Borrower. For further information, please refer to Zip Business’s Privacy Policy (as reviewed and amended from time to time) which can be found at https://business.nz.zip.co/privacy-policy/

 

  1. Approved Issuer Levy Regime

 

Zip Business may, without further consent of the Borrower, register the Borrower under the approved issuer regime.  Any liability arising under the approved issuer levy regime as a result of that registration will be met by Zip Business, including any cost associated with the registration or de-registration of the Borrower, or in meeting any return requirements as well as any approved issuer levy payable on any interest under this Contract.

 

  1. Joint and several liability

 

Where there is more than one Borrower in relation to the loan being made by Zip Business, each Borrower is liable to Zip Business individually for the full amount of the loan, and each of them is jointly liable with each other Borrower.

  1. No waiver

 

Zip Business may choose at any time to waive any of its rights under the Contract. A waiver by Zip Business is not a change to, and does not reduce its rights, under the Contract.

  1. Assignment

 

20.1. Zip Business may assign, novate or otherwise deal with all or part of its rights and obligations under the Contract. This will not affect the Borrower’s rights or obligations under the Contract.

20.2. The Borrower may assign its rights under the Contract with the prior written consent of Zip Business.

  1. Validity and enforceability

 

If any provision of the Contract is held to be invalid, void or unenforceable in whole or in part, the remainder of the Contract remains valid and enforceable.

  1. Entire Agreement

 

This Contract, including the T&Cs and the Draw Down Repayment Schedule constitute the entire agreement of the Borrower and Zip Business and supersede all prior agreements, arrangements, understandings and representations (whether oral or written) given by or made between the Parties relating to the matters dealt with in this Contract.

 

  1. Electronic execution and counterparts

 

23.1. The Contract may be executed and delivered electronically and the receiving party may rely on that electronic record as if the original document had been executed and received.

23.2. The Contract may be signed in counterpart and all counterparts taken together constitute the same instrument.

  1. What to do if you have a problem or complaint

If the Borrower wishes to make a complaint, please contact Zip Business on 0800 444 540 or via businessnz@zip.co . For further details regarding how Zip Business deals with complaints, please refer to our website https://business.nz.zip.co/complaint-policy/

 

  1. Governing Law

 

The Contract will be construed in accordance with and governed by the laws of the New Zealand. The parties submit to the non-exclusive jurisdiction of the New Zealand courts.

  1. Definitions and interpretation

 

26.1 In this Contract, unless the context otherwise requires:

 

Annual Percentage Rate” means the rate set out in the Credit Line Agreement or as specified in a standard price comparison document issued by Zip Business in respect of a Draw Down Amount or varied in accordance with this Contract;

 

Average Monthly Payment” means the amount specified as the Average Monthly Payment in the Credit Line Agreement or as specified in a standard price comparison document issued by Zip Business in respect of a Draw Down Amount;

 

BFGS Declaration” means the declaration executed by the Borrower for compliance purposes in accordance with the requirements set out in the Scheme;

 

Borrower” is the person, persons, entity or entities named as the borrower in the Credit Line Agreement;

 

Borrower’s Account” means the account nominated by the Borrower.

 

Client Dashboard” means the information and functionality made available to the Borrower on the Zip Business website at https://business.nz.zip.co/login/

 

Contract” comprises the documents set out in clause 1, and any changes made pursuant to clause 15 or by agreement;

 

Commitment Period” has the meaning given to it in the Credit Line Agreement;

 

Contingent Fee” means a fee that is contingent on the occurrence of any later event (such as a Late Payment Fee or a Restructure Fee);

 

Credit Line Agreement” has the meaning given to that term in Clause 1;

 

Credit Line Amount” means the amount specified in the Credit Line Agreement;

 

Credit Line Expiration Date” means the date specified in the Credit Line Agreement;

 

Credit Line Facility” means the line of credit facility provided to the Borrower as described in the Credit Line Agreement;

 

Draw Down” means a draw down under the Credit Line Facility;

 

Draw Down Amount” means an amount of credit which is the subject of a Draw Down Request;

 

Draw Down Amount Owing” means the amount owing by the Borrower to Zip Business in respect of the relevant draw down (including any accrued interest, Fees, charges or other amounts charged or accrued under this Contract and unpaid);

 

Draw Down Date” means the date on which Zip Business pays the Draw Down Disbursement Amount to the Borrower pursuant to the relevant Draw Down Request;

 

Draw Down Disbursement Amount” has the meaning given to it in the Credit Line Agreement;

 

Draw Down Repayment Schedule” means the document issued by Zip Business to the Borrower in accordance with clause 4.1;

 

Draw Down Request” means a request made by the Borrower to draw down on the Credit Line Facility in the form specified by Zip Business;

 

Event of Default” means any one of the events specified or referred to in clause 9.1;

 

Fees” means the Origination Fee, Other Fees or any Contingent Fees;

 

Full Early Repayment” means the payment to the Zip Business of the Draw Down Amount Owing before the end of the applicable Repayment Term;

 

Guarantee” means the guarantee & indemnity provided by the Guarantor(s) in support of the Credit Line Facility;

 

Guarantor” means the person named in the Guarantee as the Guarantor and if there is more than one person named in the Guarantee, each such person;

 

Initial Draw Down” means the first Draw Down Request which is approved for funding by Zip Business in accordance with the terms of the Contract;

 

Insolvency Event” means:

  • A. the Borrower ceases or threatens to cease or carry on all or any material part of its business or operations;
  •  B. the Borrower is declared or becomes insolvent, is unable to pay its debts as they fall due, or is presumed unable to pay its debts in accordance with any applicable legislation;
  • C. the Borrower has committed an act of bankruptcy, has been adjudicated bankrupt, or made an assignment of property or composition of debts under any law relating to bankruptcy, or (in accordance with Part 5 of the Insolvency Act 2006) has entered into a no asset procedure;
  • D. the appointment of a receiver, trustee or receiver and manager, administrator, liquidator, provisional liquidator, inspector under any companies or securities legalisation, or similar official, for the Borrower or for all or any part of the assets of the Borrower, or steps are taken or threatened with a view to any such appointment;
  • E. the commencement of any proceeding by the Borrower under any reorganisation, bankruptcy, insolvency, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, now or in the future in effect, which is not cured by dismissal thereof within fourteen (14) days after the date the relevant proceeding was commenced;
  • F. the concealment, removal or transfer any part of the assets of the Borrower, with intent to hinder, delay or defraud its creditors, or any transfer of any of the assets of the Borrower which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law;
  • G. the Borrower suspends or stops or threatens to suspend or stop payments generally or a moratorium is agreed or declared in respect of or affecting all or any of its indebtedness;
  • H. the Borrower seeks or obtains protection from its creditors under any statute or any other law;
  • I. the Borrower is declared to be a corporation at risk under the Corporations (Investigation and Management) Act 1989 or a statutory or judicial manager is appointed or any step is taken with a view to such appointment over all or any of the assets of the Borrower, under that Act;
  • J. any recommendation is made by the Financial Markets Authority to the Minister of Justice or, as the case may be, the Minister of Finance that the Borrower or any associated person of the Borrower be placed in statutory management under the Corporations (Investigation and Management) Act 1989; or
  • K. all of the directors of that person resign, or signal their intention to resign; or
  • L. anything analogous or having a substantially similar effect to any of the events specified in paragraphs (a) to (K) above happens under the laws of any applicable jurisdiction in respect of the Borrower.

 

Interest Expense” means the interest charges payable by the Borrower as set out in the Credit Line Agreement or as specified in a standard price comparison document issued by Zip Business in respect of a Draw Down Amount;

 

Late Payment Fee” means the fee specified as the Late Payment Fee in the Credit Line Agreement or as notified to the Borrower by Zip Business;

 

Material Credit Risk” means that Zip Business, acting reasonably, has the view that because of the event it is unlikely to be able to recover all amounts from the Borrower that a Borrower owes it;

 

Maximum Repayment Term” has the meaning given to it in the Credit Line Agreement;

 

Origination Fee” means the fee specified as the Origination Fee in the Credit Line Agreement or as notified to the Borrower by Zip Business;

 

Other Fees” means a fee that will be charged by Zip Business to the Borrower under the Contract that is not an Interest Expense, Origination Fee or Contingent Fee;

 

Partial Early Repayment” means the payment to the Zip Business of an amount which is not yet due or payable under the Contract that is not a Full Early Repayment;

 

Repayment Term” has the meaning set out in clause 4.1 of these T&Cs;

 

Restructure Agreement” has the meaning given to it in clause 12.2 of these T&Cs;

 

Restructure Fee” means the fee specified as the Restructure Fee in the Credit Line Agreement or as notified to the Borrower by Zip Business;

 

Scheduled Repayment” is a repayment specified in a Draw Down Repayment Schedule;

 

Scheme” means the New Zealand Business Finance Guarantee Scheme established by The Sovereign in right of New Zealand acting by and through the Minister of Finance to help certain banks and other non-bank deposit takers to support New Zealand businesses facing hardship as a consequence of COVID-19 to do one or more the following:

 

  • To respond to the impacts of COVID-19;
  • To position themselves for recovery from the impacts of COVID-19; or
  • To recover from the impacts of COVID-19,

and together with any rules created under its provisions as amended or supplemented from time to time;

 

 

T&Cs” means these General Terms and Conditions and any changes made pursuant to clause 15 or by agreement;

 

Total Amount Owing” means the Unpaid Daily Balance plus any accrued interest, Fees, charges or other amounts which Zip Business is entitled to charge but have not yet been charged under this Contract;

 

Total Cost of Credit” means the amount specified as the Total Cost of Credit in the Credit Line Agreement or as specified in a standard price comparison document issued by Zip Business in respect of a Draw Down Amount;

 

Total Interest Percentage” means the Interest Expense expressed as a percentage of the relevant Draw Down Amount;

 

Total Repayment Amount” means the amount specified as the Total Repayment Amount in the Credit Line Agreement or as specified in a standard price comparison document issued by Zip Business in respect of a Draw Down Amount;

 

Unpaid Daily Balance” is the difference between all amounts paid by the Borrower and all amounts charged under this Contract;

 

26.2. In this Contract:

  • 26.2.1. For the purposes of making payments, a day ends at 5.00pm.
  • 26.2.2 All references to $ are to New Zealand dollars.
  • 26.2.3. Words or phrases which are derived from words or phrases which are defined have a similar meaning to the defined term. The singular includes the plural, and vice versa.
  • 26.2.4. “Including ” is not a word of limitation.