RACING CIRCUIT AND FACILITIES
CONDITIONS OF HIRE
All bookings shall be deemed to be an offer to hire the circuit and
facilities requested by the Hirer which MIT may, in its absolute discretion,
accept. Acceptance shall be not take place until the following procedure(s)
• MIT will send the Hirer
an invoice or invoices for the deposit and/or Hire Fee;
• The Hirer must pay the
deposit and/or Hire Fee by the deadline(s) specified in the invoice(s) sent by
• If MIT also sends the
Hirer a Hire Agreement, the Hirer must sign and send back to MIT both copies of
the Hire Agreement, time being of the essence; and
• MIT will counter-sign and
email or mail back to the Hirer a counterpart of the Hire Agreement.
2. The Hire
If MIT in accordance with Clause 1 of these terms and conditions accepts
the Hirer's offer to hire, MIT grants to the Hirer and the Hirer takes, upon
and subject to these terms and conditions:
• an exclusive right and
licence to occupy and/or use and enjoy the Facilities for the Hirer's Activity;
• for the Period of Hire;
• at the Hire Fee;
• together with the
non-exclusive right to enter and cross-over MIT's other land and facilities
providing access to the Facilities.
to Use Facilities for Hirer's Activity Only
The Hire shall relate to the Facilities and the Hirer's Activity only
and MIT shall at all times be entitled to use, occupy, and deal with the
remainder of the Taupo Motor Racing Circuit without reference to the Hirer. The
Hirer shall have no rights to occupy and/or use or enjoy any Track, car park,
suite, garage, right, concession, system, room or equipment other than those
specifically hired by the Hirer. The Hirer shall have no right to occupy and/or
use or enjoy any Facility for any purpose other than the Hirer's Activity.
MIT is entitled to enter any Facility at any time (without notice) to
inspect or to carry out any work. Such access and works shall be carried out
without undue interference to the Hirer's enjoyment of the facility.
Where the Hirer uses a Track or Facility for a Competition or Event, the
Hirer shall before commencement of the Period of Hire, at its own expense in
all respects, procure an organising permit or equivalent written sanction or
authorisation for such Competition or Event from the Governing Body and shall
promptly on request from MIT supply to MIT a copy of the permit, sanction or
authorisation. It shall be a condition of the Hire that the Hirer comply with,
and throughout the Period of Hire continue to comply with, the terms of such
permit, sanction or authorisation and the other rules of the Governing Body
applying to the Competition or Event whether the rule, permit, sanction or authorisation
relates to all the Facilities hired by the Hirer or not.
5. Indemnity and Limitation
The Hirer agrees
to irrevocably indemnify and save harmless MIT from and against all and any
costs, claims, losses or damages suffered or incurred directly or indirectly or
as a result or consequence of any claim made or proceedings threatened or
commenced by any person, firm, or other entity whomsoever or whatsoever arising
out of the Hire or from any cancellation of the Hire and whether resulting from
any act or omission on the part of MIT or not. If the Hirer is an individual,
the Hirer agrees that the indemnity and save harmless provisions set out in
this clause of these terms and conditions shall bind the Hirer's personal
representatives and assignees, and the trustees and the executors or
administrators of the Hirer.
Except where the
Hirer uses a Track for a Competition or Event, the Hirer shall procure the
execution of a Driver, Rider and Passenger Waiver and Indemnity in the form
prescribed by MIT by each and every driver or rider of, and passenger in or on,
vehicles using a Track. The Hirer shall deliver to MIT each such Waiver and
Indemnity prior to the driver, rider or passenger entering a Track.
The Hirer shall
put in place and maintain such measures as MIT may reasonably require allowing
access to Restricted Areas to only those of the Hirer's invitees who have,
before being given access, signed the Restricted Areas Waiver and Indemnity in
the form prescribed by MIT. The Hirer shall remain responsible for ensuring the
compliance by all such invitees with all MIT's rules for Restricted Areas in
force from time to time and to remove any person who breaks any of those rules
or who while in a Restricted Area, fails to comply with any reasonable request
MIT's liability of
any kind (including interest and costs) to the Hirer concerning the hire of the
Facilities, or any cancellation of such hire in accordance with clause 16 of
this Agreement, shall at all times be limited to either that proportion of the
Hirer's total costs, losses or damages for which MIT is directly responsible or
the Hire Fee (or such proportion thereof as has been actually paid to MIT)
whichever is the lower. For the avoidance of doubt, in determining proportionality
of costs, losses or damages suffered or incurred, account shall be taken of any
costs, losses or damages that are reasonably attributable to any third party.
In no circumstances shall MIT be liable to the Hirer for indirect, special, exemplary, punitive or
consequential costs, losses, or damages whatsoever (including loss of profits)
even if MIT has been advised of, knew, or should have known of, the possibility
of such costs, losses or damages.
MIT reserves the right at any time as a
condition of granting the Hirer access to the facilities, to require the Hirer
to effect and maintain liability insurance (including in respect of the Hirer's
indemnity set out in this clause 5 of this Agreement) with an underwriter to a
level and on terms specified by MIT in its absolute direction.
The Hirer must pay
MIT the Deposit specified by MIT and the Hirer must pay the Balance of the Hire
Fee set out in Item 6 of the First Schedule without deduction or set-off of any
kind (time being of the essence) on the Due Date for payment of the Balance of
the Hire Fee.
MIT reserves the
right to require, prior to commencement of the Period of Hire, payment of a
bond or lodgement of a security to the value specified by MIT and MIT shall be
entitled to set-off and deduct from such bond or security all and any amounts
owing by the Hirer to MIT.
Failure to pay the
fees or other moneys on the due date shall be a breach going to the essence of
the Hirer's obligations under the Hire. The Hirer shall compensate MIT and MIT
shall be entitled to recover damages from the Hirer for such breach. Such
entitlement shall continue notwithstanding any determination of the Hire and
shall be in addition to any other right or remedy which MIT may have.
Except where the
Hirer has been granted a catering concession pursuant to the Hire, the Hirer
shall use the services of the caterer to whom MIT has let the catering
concession for the Facilities for all the Hirer's catering requirements. The
Hirer shall not sell or provide any food or beverages or any other items for
which MIT's caterer has the sole right to supply in respect of the Facilities
or undertake any of the services for which the caterer has been granted a
concession by MIT.
The Hirer shall be
responsible to make the Hirer's own arrangements with MIT's caterer and MIT
shall be under no liability for any loss or matter however it may arise in
connection with any such catering. The Hirer may appoint an agent to act on the
Hirer's behalf in respect of the Hirer's dealing with the caterer.
8. Hirer's Activity Only
The Hirer shall
not use or permit a Facility or any part of a Facility to be used for any use
other than for the Hirer's Activity.
9. Care of Property
In the course of
using the Facilities, the Hirer must:
• Keep all Track surfaces, and all barriers, sand traps, run-off areas,
fences, gates, kerbs, marshal-posts and other Track facilities in the same
clean, order, repair, and condition as they were at the commencement of the
Period of Hire; and
• Keep all fixtures and fittings in each pit garage, suite or room hired
by the Hirer in the same clean, order, repair, and condition as they were at
the commencement of the Period of Hire (MIT arranging for general cleaning
after conclusion of the Period of Hire, the cost of such cleaning being for the
account of the Hirer to be paid not later 14 days after MIT invoices the Hirer
for such cleaning);
• Keep all systems and equipment hired by the Hirer in the same order,
repair, and condition as they were at the commencement of the Period of Hire
(MIT arranging for all repairs after conclusion of the Period of Hire, the cost
of such repairs being for the account of the Hirer to be paid not later 14 days
after MIT invoices the Hirer for such cleaning);
• Pay the outgoings and charges specific to the Hirer's use of the
Facilities such as (without limitation) cleaning, rubbish collection, repairs,
telephone and data network charges;
• Take all reasonable precautions to prevent damage to or loss of the
Hirer's invitees' property, MIT's property, or the property of any third party
or other users of, or other persons at, MIT's facilities during the Period of
The Hirer agrees
to conform with the Rules of the Taupo Motor Racing Circuit prescribed by MIT from
time to time and in addition, the Hirer shall at all times comply with the
• Where the Hirer is conducting a Competition or Event governed by a
Governing Body, all the rules, codes, and regulations issued or administered by
such Governing Body relevant to the Competition or Event being held including
the conditions to the organising or sanctioning permit or permits issued in
respect of, and the directions of any steward or other official appointed by
the Governing Body to supervise, the Competition or Event;
• So far as the same apply to the Hirer's use of the Facilities, the
licences and homologations held by MIT from Governing Bodies in respect of the
• The requirements of the Health and Safety in Employment Act 1992 (the
Hirer acknowledging and agreeing that the Hirer' principal officer, employee,
agent or contractor controlling the Hire shall, at all times during the Period
of Hire be the person in control of a place of work as that expression is
defined in the Health and Safety in Employment Act 1992);
• All and any other laws, regulations, ordinances or codes applying to
the Hirer's use of the Facilities and promotion and marketing of the Hirer's
activities in respect of the Facilities;
The requirements of all resource consents granted in respect of the
• The security policies, the policies relating to fire precautions and
emergency evacuations, and the smoke-free policies prescribed by MIT from time
• All applicable rules, regulations, standards and legislation applying
to carriage and storage of hazardous goods (including fuels and lubricants)
applying to the Facilities from time to time;
• All directions and requests for information from any Police officer,
and officer, inspector or representative of any government, local or
territorial authority or agency having, or appearing to have, authority to act
in respect of the Facilities; and
• All requests made by MIT.
Restrictions on Use of Facilities
Hirer shall not:
• Bring upon or store within any Facility nor allow to be brought upon
or stored within any Facility any machinery, goods or things of an offensive,
noxious, illegal or dangerous nature, or of such weight, size or shape as is
likely to cause damage to any building or any surfaced area;
• Use any Facility or allow any Facility to be used for any noxious,
illegal, or offensive trade, business or activity; or
• Allow any act or thing to be done which may be or grow to be a
nuisance, disturbance, or annoyance to MIT, other hirers or tenants, or
neighbours, of the Taupo Motor Racing Circuit of the Taupo Motorsport Business
Park, or any other person, and generally the Hirer shall conduct the Hirer's
activities in a clean and orderly manner free from damage, nuisance,
disturbance, or annoyance to any such persons;
• Except where the visual broadcast right is specifically hired by the
Licensee, use a Facility, or permit a Facility to be used, for the purposes of
any television broadcast or recording of any kind without the prior consent of
MIT (provided that this shall not prevent bona fide taking of photographs and
filming for private and amateur purposes).
Hirer shall be responsible for the conduct of all the Hirer's invitees and
shall ensure that they comply with the reasonable directions of MIT.
where signage rights are specifically included in the Hire, the Hirer shall not
affix, paint, or exhibit, or permit to be affixed, painted, or exhibited, any
name, sign, name-plate, signboard, or advertisement of any description within,
on or to the Taupo Motor Racing Circuit without the prior approval in writing
of MIT. If approved, the signage shall be secured in a substantial and proper
manner so as not to cause any damage to any Facility or any person and the Hirer
shall at the end or sooner determination of the term remove the signage and
make good any damage occasioned thereby.
Hirer shall neither make nor allow to be made any alterations or additions to
any part of a Facility, or install any electrical or mechanical device without
first obtaining the written consent of MIT for that purpose. The granting of
any consent is entirely at the discretion of MIT and it may impose any terms or
conditions on the granting of that consent.
any consent, MIT may direct that the Facility be returned to its original state
or any electrical or mechanical device removed so as to abate any nuisance or
non-compliance with these terms and conditions.
Hirer shall give to MIT prompt notice of any damage to or defect in a Facility
of which the Hirer may be aware.
15. Neglect of
shall not be responsible to the Hirer for any act of default or neglect of any
other hirer of the Taupo Motor Racing Circuit or their Invitees.
Facility or any part of a Facility is required for a major event or shall
require urgent maintenance or upgrading or be destroyed or damaged before the
Period of Hire so as to render the same unusable during the Period of Hire,
then MIT shall notify the Hirer as soon as it becomes aware of the major event
or required maintenance, upgrading, destruction or damage, and refund to the
Hirer the Hire Fee paid by the Hirer in respect of that Facility as at the date
excused from performing its obligations in respect of the Hire to the extent it
is prevented from doing so because of an event amounting to Force Majeure.
wishes to claim the benefit of a Force Majeure event, it will give the Hirer
prompt written notice of the event specifying the effect on the Hire. Its
obligations will resume on the cessation of the Force Majeure event and the
parties shall negotiate in good faith any adjustments required to take account
of the event of Force Majeure.
• Fails to pay any money due and owing to MIT on the due date for
payment thereof; or
• Breaches any term or condition of the Hire which is incapable of
• Fails to remedy any breach of, or fails to properly or promptly perform
any of the Hirer's obligations under, these terms and conditions in accordance
with a notice specifying the breach or failure and requiring its remedy or
then MIT may (at its discretion) terminate the Hire immediately without
notice but without prejudice to its other rights and remedies and the Hirer
shall immediately return to MIT any entry passes or cards supplied to the
No termination of the Hire in whole or part shall affect the Hirer's
liability to pay any moneys payable in respect of the Hire. In addition to any
other remedies available to MIT, the Hirer shall be liable to MIT for the
amount of any:
• Costs and
expenses incurred by MIT;
• Decrease in
the amount of any hire fees received by MIT from any other hirer of a facility
at Taupo Motor Racing Circuit; or
• Loss or
damages suffered by MIT;
as a result or consequence of the termination.
The Hirer shall compensate MIT and MIT shall be entitled to recover
damages for any loss or damage suffered by reason of any acts or omissions of
the Hirer constituting a repudiation of the Hire or the Hirer's obligations
under these terms and conditions. Such entitlement shall subsist
notwithstanding any determination of the Hire and shall be in addition to any
other right or remedy which MIT may have.
Representations by MIT
The Hirer is deemed to have inspected the Taupo Motor Racing Circuit and
to have become adequately acquainted with those parts of the Taupo Motor Racing
Circuit the subject of the Hire.
The Hirer acknowledges that MIT has made no representation concerning
the adequacy or appropriateness of the Facilities for the Hirer's purposes or
the Hirer's Activity.
The Hirer may not assign or transfer the Hirer's interest in the Hire,
and except where any rights or concessions are specifically hired by the Hirer,
sub-license or otherwise grant any other person, firm or other entity any
rights in respect of such Facilities without MIT's prior written consent.
Where any rights or concessions are specifically hired by the Hirer, the
Hirer shall promptly on request made by MIT, disclose to MIT the third parties
to whom or which the Hirer intends to grant a right or concession and the Hirer
agrees to not grant any right or concession to any person, firm or other entity
to whom or which MIT objects on reasonable grounds.
MIT will not unreasonably withhold consent to a sub-licence to a
respectable, responsible, fit, solvent, and suitable person.
The Hirer must pay all costs (including solicitor's costs) in connection
with all activities relating to such consent (whether or not given).
The Hirer must, if so required by MIT, procure the execution by such
sub-licensee of an agreement with MIT (to be prepared by MITs advisors at the
Hirer's expense). The agreement shall require the sub-licensee to observe and
perform all the terms of the Hire. The agreement shall not release the Hirer
from the Hirer's obligations or the Hirer's liability.
If there is a dispute between the parties concerning the Hire, the
parties shall refer the matter to their respective chief executives for resolution. If the matter is not resolved within one month, the dispute shall
be referred to arbitration.
The dispute shall be referred to a single arbitrator appointed by the
then President of the Wellington District Law Society and otherwise the
arbitration shall proceed in accordance with the Arbitration Act 1996.
Pending reference to arbitration and thereafter until the arbitrator's
decision is known, the parties shall continue to perform all their obligations
under the Hire except any obligation which is the subject of the dispute.
No delay or failure to act is a waiver. No waiver is effective unless it
is in writing. A waiver of a breach is not a waiver of any other breach.
Any notice required to be given to a party in respect of the Hire must
be in writing and delivered personally to the other party or be posted to the
party to whom it is to be given at the party's address and facsimile number.
A notice sent by pre-paid post will be deemed to have been received the
next Business Day after posting. If sent by facsimile, it will be deemed to
have been received on receipt by the sender of a confirmation slip or other
confirmation of transmission, provided that the onus of proving receipt by the
other party shall be on the sender.
The Hire shall be governed by and construed in accordance with the laws
of New Zealand and the Hirer submits to the exclusive jurisdiction of the
Courts of New Zealand.
The rights and obligations of the parties which, by their Hire, remain in effect beyond such expiry or
termination until fulfilled and apply to the Hirer's personal representatives
and assignees, and the trustees and the executors or administrators of the
The Hirer shall pay MIT's legal costs (as between solicitor and client)
of and incidental to the enforcement or attempted enforcement of MIT's rights, remedies
and powers under these terms and conditions.
Where a word or term is defined in these terms and conditions, all
capitalised uses of that word or term shall bear the defined meaning unless otherwise stated.
The following words have the following meaning:
"Business Day' means a day on which banks are open for business in
"Competition' means a motorsport competition in which a vehicle
takes part which has a competitive nature or is given a competitive nature by
the publication of results;
"Event' means a single competition with its own results in which
vehicle takes part, which has a competitive nature or is given a competitive
nature by the issue of such results and includes (but not by way of limitation)
a race, sprint, motorkhana, trial and record attempt;
"Facility' means the facility or facilities indicated on the official map of the
Taupo Motor Racing Circuit as at the commencement of the Hire Period which are
hired by the Hirer and (as the context may require) includes a Track;
"Force Majeure' means any event beyond the reasonable control of
the party claiming the existence of an event of force majeure including without
limitation any strike or lock out;
"Governing Body' means a body that governs, or purports or holds
itself out as entitled to govern, a Competition or Event;
"Hirer' includes the Hirer's officers, employees, agents, contractors,
organisers, officials, competitors, support crew, and invitees;
"Hirer's Activity' means the activity for which the Hire is made
together with any limitations and restrictions specified in writing by MIT from
time to time whether generally or specific to the Hirer or these terms and
"Invitee' includes a client, guest, assistant, officer, employee, competitor,
spectator and member of the public where authorised or permitted by the Hirer
to attend, compete in, help organise, or watch, any activity organised by the
"MIT' means MIT Development Limited and its officers, employees,
agents and contractors;
"Restricted Area' means an area marked Restricted Area on
the official map of the Taupo Motor Racing Circui