SHORT FORM AGREEMENT Tasiast Mauritanie Limited S.A. ("Company")
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Contract 000XXX – Contract Title – Contract Administrator (Initials)
CONTRACT XXX
CONTRACT TITLE
SHORT FORM AGREEMENT
Tasiast Mauritanie Limited S.A. (“Company”)
and
……………………….. (“Contractor”)
Commencement Date End Date Commodity
Number of Pages Contract Number Site
XXX Tasiast
Page 1 of 12Contract 000XXX – Contract Title – Contract Administrator (Initials)
SERVICES AGREEMENT (SHORT FORM)
This Agreement made as of [INSERT DATE]
BETWEEN: [INSERT FULL LEGAL NAME OF CONTRACTOR], a [INSERT
TYPE OF ENTITY AND JURISDICTION – e.g. “an Ontario
corporation”] having [an office / its registered office / its principal
corporate office] at [INSERT ADDRESS]
(the “Contractor”)
AND: TASIAST MAURITANIE LIMITED S.A., a Société Anonyme of
Mauritania, whose registered office is located at ZRA 741 – BP 5051
Nouakchott, Mauritania and registered at the Commercial and Companies
Registry of Nouakchott under company n° RC 2945(c)/43942(a)
(the “Company”)
(each, a “Party” and collectively, the “Parties”)
WHEREAS the Company requires certain services, as more particularly described in
Schedule A hereto (the “Services”), which forms an integral part of this Agreement;
AND WHEREAS the Company wishes to retain the Contractor to perform the Services and
the Contractor wishes to perform the Services;
IN CONSIDERATION of the mutual covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the
Parties agree as follows:
ARTICLE 1
GENERAL
1.1 The Service Requirements. The Company agrees to engage the Contractor, and the
Contractor agrees to perform the Services described in Schedule A attached hereto (the “Scope of
Services”) in accordance with the specifications, requirements and timeframes set out in the Scope
of Services.
1.2 Term of Agreement. The term of this Agreement shall begin on the date first shown above and end on
[INSERT DATE], unless extended by mutual agreement of the Parties in writing or terminated earlier in accordance
with the provisions set out herein. [NTD: If no specific timeframe is contemplated for completion of the Services,
the following language should be used: “The term of this Agreement shall begin on the date first shown above
and, subject to Article 5, this Agreement shall remain in effect until the Services have been fully completed and
accepted by the Company and final payment has been made to the Contractor.” As a general rule, specifying a
fixed term for the contract would be preferable, but this is not essential if it is clear from the nature of the
Services that the contract is for a limited duration.]
Page 2 of 12Contract 000XXX – Contract Title – Contract Administrator (Initials)
ARTICLE 2
INDEPENDENT CONTRACTOR
2.1 Relationship. The Contractor shall be solely responsible for the supervision and
compensation of its directors, officers, employees, subcontractors and agents (in respect of either
Party, each, a “Representative” and collectively, “Representatives”) performing the Services. The
Contractor shall perform the Services at all times as an independent contractor. Neither the Contractor
nor any of its Representatives are or shall be employees, partners, co-venturers, principals or agents
of the Company. For the avoidance of doubt, the Company shall not indemnify or reimburse the
Contractor for any employment tax, contributions or levies in respect of the Contractor’s
Representatives, except as may be expressly set out in the Commercial Terms (as that term is defined
below).
2.2 Subcontracts. The Contractor shall not subcontract any part of the Services without the prior
written consent of the Company. Any such consent by the Company shall not relieve the Contractor
from its obligations under this Agreement. The Contractor shall be responsible for the acts and
omissions of any subcontractor engaged by it for the purpose of performing any part of the Services.
ARTICLE 3
REMUNERATION OF THE CONTRACTOR
3.1 Fee for Services. The Company agrees to pay the Contractor for the Services in accordance
with Schedule B attached hereto (the “Commercial Terms”), exclusive of Mauritanian value-
added tax (VAT), if applicable, which forms an integral part of this Agreement. During the term of
this Agreement, the Contractor shall submit an invoice each month in respect of Services
performed during the previous month. Subject to Sections 3.2, 3.3 and 7.9 hereof, and to the
Company’s satisfaction with the Services to which each invoice relates, the Company shall pay
each invoice within 30 calendar days of receipt of such invoice and all supporting materials. [NTD:
The previous two sentences are suitable for a reimbursable compensation structure, but not
for every possible compensation structure. For example, they are not suitable for lump sum
contracts with one invoice to be issued upon completion. The agreed compensation structure
should be set out clearly in Schedule B, and the language of this Section 3.1 may need to be
adjusted for consistency with Schedule B. Consult Legal if necessary.] No other compensation
for the Services will be paid unless otherwise negotiated and agreed to in writing by the parties.
The Company shall have no liability to the Contractor for any amounts other than set out in this
Agreement, including but not limited to any mobilization or demobilization costs and any kind of
compensation and severance for the contractor´s personnel for which the contractor shall be solely
responsible.
3.2 Invoicing.
Invoices shall be issued by the Contractor in a form that is compliant with Mauritanian tax and
legal requirements, as they may be amended. The Company may from time to time address to the
Contractor instructions related to the invoicing modalities to take into account tax and/or exchange
control regulations applicable to the Services, in accordance with applicable Mauritanian
legislation and specific agreements entered into between the Company and Mauritanian
authorities. The Contractor hereby undertakes to comply with and implement any such instructions
Page 3 of 12Contract 000XXX – Contract Title – Contract Administrator (Initials)
as from receipt thereof. In the event that part or all of the Services are exempt or become exempt
from Mauritanian VAT as per the Mauritanian tax code or other Applicable Law (as that term is
defined below), the Contractor shall invoice without VAT to the Company. In the event that the
Contractor provides the Company with any goods under this Agreement, the Contractor shall
invoice for Services and such goods separately.
3.2.1 Contractor not Registered with the Mauritanian Tax Authorities. If the Contractor is
not registered with the Mauritanian tax authorities, it shall clearly identify on its invoice, among
others, the information below with respect to the Company, as well as clearly indicate the price
exclusive of taxes. Any goods supplied in connection with the Services should be clearly itemized
on the invoice.
Tasiast Mauritanie Limited S.A.
ZRA 741 – P.O. Box: 5051
Nouakchott-Mauritanie
RC 2945(c)/43942(a), NIF 30300026
3.2.2 Contractor is Subject to the Normal Tax Regime (Régime du réel). If the Contractor is
registered with the Mauritanian tax authorities, it must provide the Company with an invoice for
the Services rendered containing, at a minimum, the information provided in the form of invoice
annexed as Schedule D.
3.2.3. Return or Refusal of Irregular Invoices. The Company reserves its right to return or refuse
any invoice that, in its reasonable opinion, does not comply with all applicable Mauritanian tax
and legal requirements, and the Company shall not be responsible for any costs resulting from such
return or refusal for non-compliance or any delays in payment resulting therefrom.
3.3 Applicable Taxes.
The Contractor shall be liable for all taxes in respect of all amounts payable under this Agreement
issued under this Agreement.
The Contractor shall be responsible for determining whether it is required to register with the
Mauritanian tax authorities (numéro d’identifiant fiscal (NIF)), as well as for all other purposes
under Mauritanian law. If any such registrations are required, the Contractor shall promptly obtain
such registrations (including without limitation a NIF) and shall maintain them in good standing
throughout the term of this Agreement in favour of the Contractor.
In the event the Contractor does not obtain a NIF or otherwise fails to provide same to the
Company, the Company shall apply the statutory withholdings (Régime Simplifié d’Imposition
(RSI)) provided by Mauritanian tax legislation, as same may be applicable, to all payments to be
made to the Contractor hereunder and remit the deducted amounts to the Mauritanian authorities
for and on behalf of the Contractor; and VAT shall not be invoiced to, nor payable by the Company
to the Contractor. In this event, the Contractor authorizes the Company to (i) apply to the
Mauritanian authorities for and on its behalf for the administration of the RSI, (ii) submit all of the
Contractor’s invoices to the Mauritanian authorities as required by Mauritanian tax legislation, and
(iii) take any other actions relating to the RSI that may be required by Mauritanian tax legislation.
Page 4 of 12Contract 000XXX – Contract Title – Contract Administrator (Initials)
If a NIF is provided to the Company by the Contractor, then, where applicable, VAT shall be
invoiced to and payable by the Company to the Contractor, in addition to the fees payable
hereunder.
The Contractor shall be solely responsible for all administrative requirements with respect to taxes,
including but not limited to submitting invoices meeting all Mauritanian legal requirements, and
including the use of the correct government forms for reporting in accordance with Mauritanian
tax legislation.
Except as otherwise explicitly set out herein, the Contractor agrees to indemnify and hold harmless
the Company and its affiliates, and their respective representatives, from any costs, demands or
liability in respect of:
a) any taxes, levies or penalties in respect of the amounts payable under this Agreement;
b) any taxes, levies or penalties resulting from the failure for the Contractor to timely register
with the Mauritanian authorities; and
c) any other breach by, or misrepresentation of, the Contractor under this Section 3, or any
invoice submitted by the Contractor.
Without limiting the generality of the foregoing, if the liability of the Company is sought or an
increase of the tax cost of the Company is caused by a failure of the Contractor to register with the
Mauritanian tax and any other relevant authorities, or to deliver invoices meeting all Mauritanian
tax requirements, then the Company shall be entitled to claim from the Contractor or deduct from
any money owed to the Contractor the corresponding cost that would have been incurred by the
Company (including but not limited to non-deductible VAT). Such claim or deduction shall be
supported by a final and definitive written position from the Mauritanian tax authorities or any
other representative body of the Mauritanian State.
If any VAT is included by error on an invoice of the Contractor and the Company pays such VAT
based on such error, then the Company shall be entitled to claim from the Contractor or deduct
from any money owed to the Contractor a corresponding amount.
Nothing in this Agreement or in any correspondence from the Company with respect to returned
or refused invoices of the Contractor shall constitute tax or legal advice to the Contractor. The
Contractor is solely responsible for informing itself of and complying with all tax legislation
applicable in Mauritania.
3.4 Expenses. The Contractor shall be responsible for all expenses related to the performance
of the Services [, except as set out in the Commercial Terms].
3.5 Manner of Payment. All payments to the Contractor under this Agreement shall be solely
by cheque or bank transfer. No payment shall be in cash or bearer instrument, and no payment shall
be made to any Person (as that term is defined below) other than the Contractor.
Page 5 of 12Contract 000XXX – Contract Title – Contract Administrator (Initials)
ARTICLE 4
COVENANTS OF THE CONTRACTOR
4.1 Services. The Contractor shall perform the Services, and cause the Contractor’s
Representatives to perform the Services:
(i) in accordance with good, safe and workmanlike practices;
(ii) in a manner that is competent, diligent, efficient and satisfactory to the Company;
(iii) in accordance with the highest professional standards;
(iv) in a manner that meets the requirements, standards and specifications set out in
the Scope of Services; and
(v) in a manner that does not infringe the intellectual property rights of any third party.
4.2 Licences and Permits. Except as otherwise expressly provided herein, the Contractor shall
be responsible for obtaining and maintaining all licences, permits and approvals necessary for
performance of the Services.
4.3 Compliance with Laws and Company Policies. The Contractor and its Representatives
shall comply with (a) all laws, rules and regulations of any governmental or regulatory body having
jurisdiction over any aspect or part of the Services (collectively, “Applicable Law”), (b) all
reasonable orders and directions given by the Representatives of the Company and (c) all policies
of the Company that apply to the Contractor or the Services and that have been provided to the
Contractor. Without limiting the generality of the foregoing, the Contractor and its Representatives
shall execute and comply with the Company’s Supplier Standards of Conduct, attached hereto as
Schedule C, which forms an integral part of this Agreement.
4.4 Compliance with Anti-Corruption Laws.
(a) General: Without limiting the generality of Section 4.3, the Contractor hereby agrees to take no
actions, and to cause its Representatives, its affiliates and their respective Representatives to take
no actions, of any nature that would contravene any provision of the United States Foreign Corrupt
Practices Act (the “FCPA”), the Canadian Corruption of Foreign Public Officials Act or the
Criminal Code of Canada (collectively, the “CFPOA”), the OECD Convention on Combating
Bribery of Foreign Government Officials in International Business Transactions (the “OECD
Convention”) or any similar laws or provisions applicable to the Contractor, including, without
limitation, offering, paying, giving, requesting or accepting any advantage or anything of value,
either directly or indirectly, to or from any person for the purpose of influencing such person to
act improperly, or inducing such person to do or omit to do any act in violation of his or her lawful
duty or use his or her influence with any government, in order to assist the Contractor or any of
its affiliates in obtaining or retaining business, or obtaining or retaining an advantage in the course
of business, for or with, or directing business to, any person.
Page 6 of 12Contract 000XXX – Contract Title – Contract Administrator (Initials)
(b) Monitoring: The Contractor agrees to monitor compliance by it, its affiliates and their
respective Representatives with this Section 4.4 and promptly to notify the Company in
writing, and provide Company with all relevant particulars, of any violation or suspected
violation of this Section 4.4 or any applicable anti-corruption law or provision (including,
without limitation, the FCPA, the CFPOA or the OECD Convention), or any request for
information regarding the same, involving the Company, its affiliates, any of their respective
Representatives or the Services.
(c) Consent: The Contractor consents to the Company reporting to any governmental authority any
violation or suspected violation of this Section 4.4 by the Contractor, its affiliates or their
respective Representatives, and agrees to comply and cooperate in any inquiry or investigation by
or on behalf of the Company or any governmental authority relating to compliance with or a
breach of this Section 4.4 or any Applicable Law or anti-corruption provision (including, without
limitation, the FCPA, the CFPOA or the OECD Convention). The Contractor also agrees to
provide, upon the Company’s request, any documents or other information in connection with
any such inquiry or investigation, to the fullest extent permissible under any Applicable Law
(including any data privacy law or blocking statutes).
4.5 Confidential Information.
(a) Definitions: For the purposes of this Agreement, the following terms shall have the meanings
set out below:
(i) “Confidential Information” means all information, data, knowledge and
know-how, in whatever form and however communicated, relating directly
or indirectly to the Company or any of its affiliates and their respective
properties and other assets, technologies, businesses or operations,
previously, now or hereafter delivered or disclosed by or on behalf of the
Company to the Contractor; and
(ii) “Person” means any natural person, partnership, company, corporation,
unincorporated association, governmental authority or other agency, trust,
trustee or other entity, howsoever designated or constituted.
(b) Confidential Information – Confidentiality and Limited Use: The Contractor acknowledges
that certain Confidential Information will be received by the Contractor and its
Representatives during the course of performing the Services. The Contractor shall only use
the Confidential Information as is necessary for the performance of the Services, and for no
other purpose, and shall hold the Confidential Information in strict confidence and not disclose
same to any other person, including any employee, contractor or subcontractor of the
Contractor, either before, during or after the performance of the Services, except with the prior
written consent of the Company.
4.6 Work Product. The Contractor acknowledges and agrees that the Company shall have exclusive,
unlimited ownership rights to any and all work product developed by the Contractor in connection
with performance of the Services, including but not limited to any information, data, text, document,
electronic file, computer program, image, drawing, chart, schematic, invention, prototype,
Page 7 of 12Contract 000XXX – Contract Title – Contract Administrator (Initials)
improvement, method or creation (collectively, “Work Product”). All Work Product shall be deemed
to be works made for hire and made in the course of the Services rendered, and shall belong
exclusively to the Company.
4.7 Insurance. During the term of this Agreement and for a period of at least one year
following its expiration or termination, the Contractor shall provide and keep in force such
insurance as is required by the law of the jurisdiction in which the Services will be performed, but
in no event shall such insurance provide less than the following coverage:
(a) Statutory workers’ compensation and occupational disease disability insurance for
all employees of the Contractor. Such insurance shall cover claims filed under the
workmen's compensation law of the jurisdiction in which the Services are to be performed,
or any law of any jurisdiction under which liability for any compensation claims shall arise.
(b) Employer's liability insurance in the amount of $1,000,000 to cover claims based
on common law filed by the Contractor's employees for injuries (including death) as well
as occupational diseases in the minimum amount of $1,000,000 per person and $1,000,000
per occurrence.
(c) Comprehensive automobile liability insurance covering owned, non-owned and
hired vehicles with minimum bodily injury (including death) limits of $1,000,000 each
accident and minimum property damage limits of $1,000,000 each accident.
(d) Comprehensive general liability insurance, including broad contractual liability
with minimum bodily injury (including death) limits of $[insert number – dependent on
assessment of risk – consider scope, vendor, location, etc.] each occurrence and
minimum property damage limits of $[insert number – dependent on assessment of risk]
each occurrence.
Certificates of such insurance shall be deposited with the Company prior to commencement of the
Services. [NTD: Section 4.7 can be modified / removed depending on the nature of the
Services. All amendments should be checked by Legal.]
ARTICLE 5
TERMINATION
5.1 Termination by Company or the Contractor.
(a) The Company may terminate this Agreement at any time for convenience upon
seven (7) days of prior written notice to the Contractor. In the event that this Agreement is
terminated pursuant to this Section 5.1(a), the Company shall pay the Contractor for
Services performed to the Company’s satisfaction up to the date of termination, plus
expenses duly incurred and the Contractor’s reasonable direct costs associated with such
termination.
Page 8 of 12Contract 000XXX – Contract Title – Contract Administrator (Initials)
(b) The Company may terminate this Agreement at any time without advance notice,
or payment in lieu of notice, for any breach of this Agreement by the Contractor or any of
the Contractor’s Representatives. In the event that this Agreement is terminated pursuant
to this Section 5.1(b), the Company shall pay the Contractor for Services performed to the
Company’s satisfaction up to the date of termination.
5.2 Provisions Which Operate Following Termination. Any obligation of either Party that by
its nature extends beyond the expiration or earlier termination of this Agreement, including but not
limited to the Contractor’s obligations under Sections 3.3, 4.5, 4.6, 4.7 and Article 6, shall survive
and continue in full force and effect following any termination or expiry of this Agreement.
ARTICLE 6
DEFECTS AND INDEMNIFICATION
6.1 Defects. In the event that the Company identifies any of the Services as being defective,
deficient or otherwise failing to meet the requirements and standards set out in this Agreement
(“Defective Services”), the Company may within [24] months of the completion of the Services
instruct the Contractor to correct or re-perform such Defective Services. The Contractor shall comply
with the Company’s instructions promptly and at its own cost.
6.2 General Indemnity. The Contractor shall indemnify and hold harmless the Company from
and against all expenses, costs and liabilities (collectively, “Losses”) that the Company may suffer,
sustain or incur as a result of:
(a) any act or omission of the Contractor or any of its Representatives in connection with the
performance of the Services;
(b) any breach of this Agreement by the Contractor or any of its Representatives;
(c) personal injury or death of any Person caused by the Contractor or any of its Representatives;
or
(d) damage to property or loss of property belonging to any Person caused by the Contractor or
any of its Representatives;
in each case, except to the extent of the negligence or wilful misconduct of the Company or any of its
Representatives.
6.3 Exclusion. Neither Party shall be liable under this Agreement for any indirect, special or
consequential Losses, including but not limited to loss of profit; provided, however, that this sentence
shall not limit any liability of the Contractor for Losses arising from fraud, gross negligence, wilful
misconduct, claims initiated by third parties or breaches of this Agreement relating to confidentiality
and intellectual property.
ARTICLE 7
INTERPRETATION AND ENFORCEMENT
7.1 Force Majeure. Neither Party shall be in default of any obligation under this Agreement due
to any delay or failure to perform such obligation if such delay or failure arises out of causes beyond
such Party’s control.
Page 9 of 12Contract 000XXX – Contract Title – Contract Administrator (Initials)
7.2 Benefit of Agreement. This Agreement shall enure to the benefit of and be binding upon
the Parties, their respective successors and permitted assigns.
7.3 Entire Agreement. This Agreement embodies the entire understanding and agreement
between the Parties with respect to the subject matter hereof, and supersedes any prior
understandings and agreements relating thereto.
7.4 Amendments and Waivers. This Agreement may not be amended except by agreement in
writing signed by both Parties.
7.5 Assignment. This Agreement may not be assigned by the Contractor without the prior
written consent of the Company. The Company may assign or otherwise transfer this Agreement
or any of its rights hereunder without the consent of the Contractor.
7.6 Severability. If any provision of this Agreement shall be or become illegal or
unenforceable in whole or in part for any reason whatsoever, the remaining provisions shall
nevertheless be deemed valid, binding and subsisting.
7.7 Notices. All notices, requests, acknowledgments, confirmations, permissions, instructions,
consents, acceptances and other communications required or permitted under this Agreement shall be
in writing and shall be delivered to the mailing address or email address for the relevant Party set forth
below, or to such other address as the receiving Party may designate in writing:
If to the Company:
Mailing address: ZRA 741 – BP 5051 Nouakchott, Mauritania
Attention: [insert]
Email address: [insert]
If to the Contractor:
Mailing address: [insert]
Attention: [insert]
Email address: [insert]
7.8 Dollar Amounts. All references in Section 4.7 to dollar amounts refer to United States
Dollars.
7.9 Set-off. The Company may withhold from any payment due or to become due to the
Contractor a reasonable amount sufficient to satisfy fully any liability of the Contractor to the
Company under this Agreement.
7.10 Governing Law. This Agreement has been made, and its validity, performance and effect
shall be determined, in accordance with the laws of the Province of Ontario and the laws of Canada
Page 10 of 12Contract 000XXX – Contract Title – Contract Administrator (Initials)
applicable therein, and the Parties hereby attorn to the exclusive jurisdiction of the Ontario courts
and agree that the judgments of such courts shall be enforceable both within and outside Ontario.
7.11 Counterparts. This Agreement may be executed and delivered in any number of
counterparts with the same effect as if the Parties had all signed and delivered the same Agreement,
and each counterpart will be construed together to be an original, and will constitute one and the
same Agreement.
[remainder of page intentionally left blank]
Page 11 of 12Contract 000XXX – Contract Title – Contract Administrator (Initials)
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first shown above.
TASIAST MAURITANIE LIMITED S.A. [FULL NAME OF CONTRACTOR]
By: By:
Name: Name:
Title: Title
I have full authority to bind the Company. I have full authority to bind the Contractor.
Page 12 of 12Contract 000XXX – Contract Title – Contract Administrator (Initials)
SCHEDULE A. SCOPE OF WORKS
Please see Schedule A – Scope of Works of the RFP
Page 13 of 27Contract 000XXX – Contract Title – Contract Administrator (Initials)
SCHEDULE B. COMPENSATION
Please see Schedule B – Pricing Schedule of the RFP
Page 14 of 27SCHEDULE C
STANDARDS OF CONDUCTS
Kinross Corporate Responsibility
Management System May 2019
Supplier Standards of Conduct Page 1 of 1
At Kinross Gold Corporation, we believe that the company and its subsidiaries (“Kinross”) have both an ethical and a business imperative to
be responsible corporate citizens. This includes establishing a set of minimum standards of conduct for suppliers of goods and services to
Kinross. Kinross wants to do business with suppliers that share our commitment to corporate responsibility. Building off our Ten Guiding
Principles for Corporate Responsibility, and the Principles of the UN Global Compact, of which Kinross Gold Corporation is a signatory, this
document sets out the standards by which Kinross requires its suppliers to conduct their business. Kinross suppliers are required to take
reasonable measures with their own suppliers to ensure that the standards set out in this document are implemented, as relevant.
In addition to complying with applicable laws and regulations in the countries where they do business, and
applicable contractual obligations, suppliers to Kinross are required to meet the following standards:
Safety Culture - Suppliers shall:
establish and maintain standards, procedures and management controls to ensure compliance with applicable health and
safety laws and regulations at all times;
encourage employees to be actively involved in the improvement of their health and safety; and
establish an expectation that the only acceptable result is everyone returning home safely every day.
Human Rights - Suppliers shall:
support and respect the protection of internationally recognized human rights; and
ensure they are not complicit in human rights abuses, including by knowingly providing assistance, encouragement or moral
support that contributes to the perpetration of the abuse, tolerating such abuse, or remaining inactive or silent in the face of
such abuse.
Labour Standards - Suppliers shall:
uphold freedom of association and the effective recognition of the right to collective bargaining;
support the elimination of all forms of modern slavery including forced and compulsory labour and human trafficking with a view
to exploitation;
support the effective abolition of child labour; and
establish systems to ensure compliance with international standards and laws on modern slavery and the rights of children; and
support the elimination of discrimination in respect of employment and occupation.
Environment - Suppliers shall:
establish and maintain environmental standards, procedures and management controls to ensure compliance at all times with
applicable international standards, laws and regulations;
support a precautionary approach when there is reasonable suspicion of environmental harm; and
encourage the development and use of technologies that promote sustainable development, protect the environment, reduce
pollution, increase recycling, and reduce waste.
Business Conduct and Ethics - Suppliers shall:
not engage in any form of corrupt activity, and adopt policies and procedures that ensure compliance with applicable anticorruption
laws; and
conduct business in compliance with applicable laws and a manner consistent with Kinross’ Code of Business Conduct and
Ethics (https://www.kinross.com/about/governance/)
On-site Activities
In addition to complying with these standards, while on location at Kinross properties, suppliers must comply with applicable Kinross
policies and procedures, including but not limited to those establishing health and safety, environment, and social standards, as may
be more fully defined in their contract.
In the course of visits to suppliers’ operations, Kinross will periodically review suppliers’ conformance with these standards.
Once every two years, suppliers are required to reaffirm their understanding and agreement to comply with these standards (as
may be amended from time to time).
We understand and agree to comply with these standards.
Company Name and Address Name and Title of Representative Signature Date (dd/mm/yy)
Accepted by Kinross:
For more information on the terms used in these Guidelines, see the UN Global Compact at http://www.unglobalcompact.org/index.html. To learn more about the Kinross commitment to
Corporate Responsibility visit: http://www.kinross.com/corporate-responsibility.aspx
Page 1 of 13SCHEDULE D
TAXES
A l’attention de tous les fournisseurs de TMLSA
To All suppliers of TMLSA
Cette communication ne s’applique qu’aux achats locaux et aux achats internationaux fournis par des
résidents de France et du Sénégal (cas de retenue à la source sur les services non appliquée).
This communication only applies to domestic purchases and international purchases provided from France
and Senegal (case when the withholding tax on services is not applied).
Objet : Nouvelle réglementation : Exonération de Subject: New regulation :VAT exemption as per the
TVA prévue par l’Arrêté n°271 du 15 mars 2017 Arrêté n°271 dated 15 March 2017
Madame, Monsieur, Dear supplier,
L’objet de ce courrier est de vous notifier que l’Etat The purpose of this letter is to notify you that the State of
Mauritanien a introduit un régime d’exonération de la Mauritania has introduced a Value Added Tax
Taxe sur la Valeur Ajoutée (ci-après la « TVA ») sur les (hereinafter “VAT”) exemption regime on purchase of
achats de biens et services effectués sur le marché local et goods and provision of services performed on the
nécessaires à la bonne exécution des opérations minières domestic market and necessary for the good performance
sur le fondement de l’Arrêté n°271 du 15 mars 2017 of mining operations. This VAT exemption regime is
publié au Journal Officiel n°1390 du 30 juin 2017 (ci- pursuant to the Arrêté n°271 dated 15 March 2017
après l’« Arrêté »). (hereinafter, “Arrêté”) published in official Gazette
n°1390 dated 30 June 2017.
Ces textes viennent en application de la loi n°2014-008
du 29 avril 2014, modifiant le code minier, et prévoyant Those regulations were passed in application of the law
un régime de TVA spécifique pour les « contractants, les n°2014-008 dated 29 April 2014, modifying the mining
sous-traitants et les fournisseurs dans le domaine code, and providing for a specific VAT regime for
minier ». “contractors, sub-contractors, and suppliers in the
mining industry”.
Merci de prendre en compte ces changements lors de vos
facturations à venir. Please take these changes into consideration for any
upcoming invoicing.
Aussi, aux fins de mise en œuvre de ladite exonération,
nous vous prions de bien vouloir adopter la démarche In order to implement the VAT exemption regime we
suivante s’agissant des modalités de facturation: would like to request that you apply the following
invoicing procedure:
1. Obligations formelles Indication en français
de l’intégralité des mentions obligatoires: 1. Formal requirements mention in French of all
o Numéro séquentiel et la date de la the mandatory elements;
facture ; o The sequential number and date of the
o Le nom et l’adresse du vendeur ; invoice;
o Nom et adresse de TMLSA; o The name and address of the supplier;
o La quantité des marchandises et/ou la o Name and address of TMLSA;
description des services ; o The quantity of goods and/or the
o Le NIF de TMLSA et de votre société ; description of services;
o Le cachet de votre société et la o The NIF of TMLSA and of your
signature du représentant concerné; company;
o Numéro d’enregistrement au Registre o The seal (wet stamp) of your company
du Commerce du Vendeur ; and the signature of your
o Détails bancaires ; representative;
o Registration number at Trade Registry;
o Bank details;o Attestation de TVA datant de moins de o VAT Certificate issued by Mauritanian
3 mois, émise par la DGI, à joindre tax authorities to be attached for any
pour toute facture avec TVA. invoice with VAT. The VAT
Certificate cannot be more than three-
Nous avons joint à la présente un modèle de month old.
facture pour les biens et services exonérés.
We have attached for your convenience an invoice
2. Montant Dans le cas d’une fourniture template for exempt goods and services.
exonérée, la facture ne fera pas apparaitre de
montant de TVA mais un prix HT. Sur chaque 2. Amount: In the case of an exempt supply, the
facture nous vous demandons de bien vouloir invoice will not show the VAT amount, but a
mentionner la phrase suivante: price exclusive of tax. We ask you to mention
« Exonérée de TVA en vertu l’arrêté n°271 du the following sentence on each invoice:
15 mars 2017» ; « Exonérée de TVA en vertu l’arrêté n°271 du
15 mars 2017»
3. Descriptions Chaque facture devra indiquer la
référence au contrat/bon de commande auquel 3. Descriptions Every invoice shall reference the
elle se rattache. La description du bien ou contract/PO it relates to. The description of
service doit être claire et précise. Dans le cas goods and services must be clear and specific.
d’une vente exonérée, la facture devra faire (a) In the case of an exempt sale, the invoice shall
référence au domaine d’activité prévu par (a) make reference to the domain of activity
l’Arrêté 271 et à la codification 1 telle que provided by Arrêté 271 and state the respective
définie par l’Arrêté 271 et (b) le descriptif code 2 stipulated by the Arrêté 271 and (b)
spécifique à la transaction concernée; include a specific description of the particular
transaction.
4. Les biens et services non-exonérés devront faire
l’objet d’une facture distincte. 4. Separate invoices will be issued for goods and
services not exempt of VAT.
Nous vous prions de noter que l’exonération de TVA ne
modifie pas les autres obligations qu’un fournisseur peut Please note that the VAT exemption regime does not
avoir auprès de l’Administration fiscale mauritanienne. modify other obligations that a service provider may have
Concernant la mise en œuvre de l’exonération visée ci- towards Mauritanian tax authorities. With regards to the
dessus, et le régime applicable à vos propres achats, nous implementation of the above, and the tax regime
vous encourageons à obtenir une assistance juridique et applicable to your own purchase, we would encourage
fiscale indépendante pour vous permettre de comprendre you to obtain independent legal and tax advice so that you
et être en conformité avec vos obligations. fully understand and comply with these obligations.
Nous vous transmettons pour votre parfaite For your total understanding, please find attached the
compréhension les textes désormais en vigueur, à savoir latest documents in force, i.e. the Arrêté 271. To our best
l’Arrêté 271. A notre connaissance l’administration n’a knowledge, the government has not established any
pas établi d’autre instruction ou circulaire à ce sujet. administrative instruction or circular on this matter.
Afin de faciliter la fourniture annuelle de l’état In order to ease the issuance of the annual mandatory
récapitulatif obligatoire sur les opérations exonérées et statement on exempt and non-exempt transactions and
non exonérées et aux fins de besoins éventuels potential requests from the Mauritania tax authorities, we
d’informations de l’Administration fiscale recommend you to keep a recap of all the exempt and
Mauritanienne, nous vous invitons à tenir un récapitulatif non-exempt transactions performed by your company
des transactions exonérées et non exonérées à la TVA (client, nature de la transaction, invoice reference,
(client, nature de la transaction, numéro de facture, contract/PO reference, invoice date, amount exempt and
1
Par “Code”, on entend les références suivantes correspondant à la liste de l’Arrêté joint à la présente lettre :
A1/A2/A3/B1/B2/B3/B4/B5/B6/B7/B8/B9/B10/B11/B12/B13/B14/B15/C1/C2/C3/C4/C5/C6/C7/C8/C9/C10/C11/C1
2/C13/C14/D
2
By “code”, we mean the following figures as they relate to the Arrêté list attached to this letter :
A1/A2/A3/B1/B2/B3/B4/B5/B6/B7/B8/B9/B10/B11/B12/B13/B14/B15/C1/C2/C3/C4/C5/C6/C7/C8/C9/C10/C11/C1
2/C13/C14/Dnuméro du contrat/bon de commande, date de la facture, amount subject to VAT, and code for exempt
montant soumis à TVA et montant exonéré, et code pour transactions).
transactions exonérées).
For any question related to invoicing formalities, please
Pour toute question relative aux modalités de facturation, contact Lamine Badiane lamine.badiane@kinross.com
prière de s’adresser à Monsieur Lamine Badiane
lamine.badiane@kinross.com Attachment : Arrêté n°271 dated 15 March 2017
Pièce jointe : Arrêté n°271 du 15 mars 2017
Yours sincerely,
Recevez, Madame, Monsieur, nos salutations
distinguées. TMLSA,
Pour TMLSA, Douglas Ross
Finance Manager
Douglas Ross
Directeur Financier
(A) Exploration miniè re (A) Mining Exploration
A1. Prospection; A1. Prospection;
A2. Forages, analyses minérales et contrôles; A2. Drilling, Mineral control and analysis;
A3. Etudes des ressources et des réserves; A3. Mining resource and reserve studies;
(B) Conce ption e t cons truction d'une mine e t de (B) Conce ption and cons truction of a mine , the infras tructure of mining
l'infras tructure de trans port minie r e t dé mobilis ation trans port, and de mobilization
B1. Etudes : les études de définition, les études de préfaisabilité, B1. Studies: scoping studies, Prefeasibility Study, Feasibility Study, and
les études de faisabilité et les études d'optimisation Optimization Studies
B2. Intrants et contrats liés à la construction de la mine : B2. Inputs and contracts related to the construction of a mine
- Equipements techniques; - Technical equipment
- Equipements électriques; - Electrical equipment
- Equipements de tuyauteries; - Piping equipment
- Equipements de contrôle des procédés; - Process controls equipment
- Equipements de constructions; - Construction equipment
- Equipements miniers; - Mining Equipment
- Unités pré assemblées, équipements et installations. - Preassembly units - equipment and installations
B3. Location d'équipements pour les opérations de construction B3. The rental of equipment for the operations of construction of mining
des installations minières ; installations
B4. Approvisionnement en béton lié aux installations minières ; B4. Concrete supply related to mining installations
B5. Eléments mécaniques, à l'acier de construction et à la
tuyauterie ; B5. Mechanical, structural steel and piping contracts
B6. L'électricité et aux systèmes de contrôles ; B6. Electrical & controls contracts
B7. Architecture ; B7. Architectural contracts
B8. Terrassement ; B8. Earthworks contracts
B9. Débarquement et routes d'accès aux routes existantes ; B9. Beachlanding & access roads to existing roads
B10. Centrale électrique (Conception, approvisionnement,
installation) ; B10. Power plant (design, supply, install)
B11. Installations de construction temporaires ; B11. Temporary Construction Facilities
B12. Pièces de rechange ; B12. Spares
B13. L'ingénierie, l'approvisionnement et la construction ; B13. Engineering, procurement and construction management
B14. Consultants tiers pour la construction ; B14. Third party consulting for construction
B15. Test pré-opérationnels ; B15. Pre-operational testing
(C ) Exploitation miniè re (C ) Mining Exploitation
C1. Equipements miniers mobiles (camions de services, C1. Mine support equipment (service trucks, dozers, graders,…) for mining
bulldozers, niveleuses,…) destinés aux opérations minières ; operations
C2. Tirs de mine et décapage (explosifs) C2. Mine blasting explosives)
C3. Assèchement de puits ; C3. Mine dewater
C4. Forage minier ; C4. Mine drilling
C5. Géologie minière ; C5. Mine geology
C6. Roulage minier ; C6. Mine hauling
C7. Chargement minier ; C7. Mine loading
C8. Services technique miniers ; C8. Mine technical services
C9. Location d'équipements pour les opérations d'exploitation
minière ; C9. The rental of equipment for the mining exploitation operations
C10. Stockage des minerais et résidus ; C10. The storage of ores and wastes
C11. L'entretien et réparation des véhicules utilitaires, des C11. The repair and maintenance of utility vehicles, mining machines and mining
engins miniers et des équipements miniers ; equipment
C12. Traitement du minerai et des résidus minéraux ; C12. Treatment of ore and minerals wastes
C13. Réparation et entretien de toutes les installations minières
citées plus haut ; C13. The repair and maintenance of mining installations mentioned above
C1 4 . Transport et convoyage des minerais et résidus minéraux C14. The transport and conveying of both ores and minerals wastes and
et des produits finis ou semi-finis ; finished or semi-finished products
(D) Se rvice s lié s à la ré habilitation du s ite minie r à la fin
(D) Site rehabiligation at the end of exploitation
de l'e xploitation.Tax statement from Contractors
At Kinross Gold Corporation, we believe that the company and its subsidiaries (“Kinross”) have both an ethical and a
business imperative to be responsible corporate citizens. This includes establishing a set of minimum standards of
conduct for suppliers of goods and services to Kinross. Kinross wants to do business with suppliers that share our
commitment to corporate responsibility. Our standards extend to tax compliance as generally described below.
Suppliers shall comply with all applicable laws of Mauritania, including tax, customs and foreign exchange laws at
corporate entities and individuals/employees levels.
Suppliers shall not engage in harmful tax practice and shall in particular:
o Rely on a tax treaty only if they have legitimate grounds to do so (and shall provide annually
Tax Residency Certificate to TMLSA should they rely on such treaty);
o Carefully consider whether they are required to register in Mauritania before formulating
their financial offer to TMLSA and re-test this requirement as need be during the time of
their contractual relationship with TMLSA.
o Declare and pay all taxes on all revenues for their employees working in Mauritania.
As a general policy, TMLSA does not get involved in any tax matter of its suppliers, and THE SUPPLIER IS THE
SOLE RESPONSIBLE TO SEEK TAX AND LEGAL ADVICE FOR HIS SITUATION. This paragraph supersedes
any comment made verbally or in writing by any TMLSA or Kinross staff to the supplier.
TMLSA will not get involved in any tax audit/dispute of its suppliers, and will comply with its own obligations, which
may include, but is not limited to, disclosing transactional information to tax authorities and complying with garnishment
orders.
General guidelines when dealing with TMLSA
The following snapshot is basic, non-specific tax information that should be considered by tax suppliers, and have to be
confirmed by their own analysis, judgment and tax consultancy.
Registration in Mauritania (permanent establishments)
Companies who have a permanent establishment in Mauritania (e.g. on-the-ground activities exceeding 6
months in Mauritania) SHALL register a local tax entity (branch or subsidiary) in Mauritania. That entity will,
among other, be subject to 25% income tax on net profits and cash repatriation thereof will be subject to a
10% tax known as IRCM (save potential tax treaty benefits) 1.
Foreign services providers delivering services in Mauritania less than 6 months or Foreign
services providers delivering services outside Mauritania
Except for foreign service providers from countries with specific double taxation treaties 2, a 15% withholding
tax will apply to the fees and expenses invoiced to TMLSA and be remitted directly by TMLSA to the
Mauritanian Treasury. This PNR3 tax (which was until recently named RSI4) will be factored in the evaluation
of your financial offer. Nevertheless, in many home jurisdictions, the withholding tax certificate provided by
TMLSA will entitle the supplier to a foreign tax credit. This credit shall be factored into your financial offer to
TMLSA.
Gross-up clauses making TMLSA bear the cost of withholding tax are forbidden by law.
Beyond six months the supplier who is considered to have a permanent establishment in Mauritania shall
register in Mauritania.
1
A resident supplier may be eligible to benefit of TMLSA’s 2006 Mining Convention’s tax terms (reduction of corporate
minimum tax and supplier’s expatriate employees payroll tax by half if it has not other client than TMLSA in Mauritania).
Customs benefits are available to all suppliers. Contact TMLSA if you believe this could be applicable and factored into
your financial offer to TMLSA.
2
A supplier requesting the application of a tax treaty must provide annually to TMLSA a copy of tax residency
certificate issued by his Home Tax Authority.
3
Withholding tax on PNR « Prestataires Non-Résidents » or non resident providers
4
RSI stands for « Régime Simplifié d’Imposition » and was the former name of the same 15% withholding tax. Goods and services need to be invoiced separately, otherwise the full amount is subject to 15%
withholding tax.
Currency, resident suppliers will be paid in local currency MRU (save if they provide an exception letter
from Mauritanian Central Bank to TMLSA).
Your obligations as an Employer in Mauritania
- Employers are to pay Mauritanian payroll taxes (Impôt sur les Traitements et Salaires) and social
contributions for their employees working in Mauritania.
- Tax rates are reduced by half for the supplier’s expatriates employees if the supplier has no other
client than TMLSA in Mauritania, as per TMLSA’s Mining Convention with the State of Mauritania.
Mauritanian Value Added Tax (VAT)
o Foreign service suppliers claiming benefit of a double tax treaty (France and Senegal in
particular) for withholding tax exemption must appoint a tax representative in Mauritania in charge
of collecting Mauritanian VAT on their behalf. In such case, the VAT shall appear on your
financial offer as it will be considered a cash-flow disbursement for TMLSA.
o Local exemption of VAT Many local entities selling goods and services to TMLSA are exempt
of VAT on certain transactions (list as per Arrêté dated 15 March 2017).
o Invoices for VAT and Exonerated-of-VAT invoices are subject to formal requirements that
must be strictly followed, including the periodic provision of a valid VAT certificate. Failure to meet
those requirements will lead to delays in invoice processing.
Customs and import duties: TMLSA and its suppliers benefit from a specific customs regime
including
o Reduced duty and levy rates on items on the Mining List approved with the Government of
Mauritania.
o Temporary import regime
o Full exemption on spare parts, fuel and lubricants
Shipment invoices shall have the exact same references (invoice reference number, value, PO
reference, currency, item description….) as Account Payable invoices.
I hereby acknowledge that I have read and understood all the information contained in this form,
and undertake to seek proper tax and legal advice to operate in a manner that is compliant with
applicable laws and regulations.
Supplier name Date:
___________________________ _______________________________
Name and Title of Representative: Signature:
___________________________ _______________________________(Remove this page for contractors from Mauritania, France & Senegal. To be used only when RSI is applicable) Additional statement for services providers subject to 15% Withholding Tax I hereby certify that my financial offer includes all taxes, including, if applicable withholding tax of 15% and I certify that any available foreign tax credit has been factored in my offer. Name and Title of Representative: Signature: ___________________________ _______________________________
SCHEDULE E
CONTRACTOR INVOICING, PAYMENTS AND RELATED INFORMATION
1.1 Invoicing procedures
Owner’s goal in Contracted Services invoice processing is to pay Contractors in accordance with Owner’s
contractual obligations as set out in the Contract and in an efficient and timely manner. This can be achieved
through Contractors obtaining User Department approvals via a ProForma Invoice submission process as
described herein. ProForma Invoices are “preliminary” invoices, not for actual payment. ProFroma Invoices
must include the heading “ProForma – Not For Payment” thereon.
Invoicing steps:
1. Contractors are simply to submit their ProForma invoices to the End User / Contract Owner
nominated in their agreement with the original Contract Number referenced. The End User will
review the ProForma invoice and once in agreement with the amount invoiced against Services
rendered will release and obtain approvals for the appropriate amounts in Owner’s ERP system.
2. TMLSA Contract´s End User (upon ProForma Invoice approval) will generate a Payment Purchase
Order Number called an O2 or O3 (Service PO) which is required before payment of any invoice
may occur in Owner’s ERP system. Contractor will receive automatically the approved PO to the
email address provided
3. Contractor will then submit an Invoice for Payment which matches exactly what has been
notified in the Service PO notification. Contractor must include the Service PO number on the
Invoice for Payment. Invoices for Payment shall be submitted to Owner’s Accounts Payable
department as follows:
- Local Vendors:
TS_AccountsPayable@Kinross.com Attn: Tasiast Accounts Payable
- Foreign Vendors:
TMLSA_APinternational@kinross.com Attn: Overseas Accounts Payable
For further clarity, an Invoice for Payment shall NOT include the words ProFroma on it. Invoices
submitted without a PO number will not be processed. Invoices lacking relevant data specified on 1.2
below will not be processed.
Owner shall only pay against original invoices. Please refer to “1.2 Sample Invoice to be submitted by
Contractor” of this Schedule for specific data, formatting and submission instructions for Invoices to
Company Accounts Payable department.1.2 Sample invoice to be submitted by Contractor (Please select the one applicable)
# Foreign services
(THE ELEMENTS INDICATED IN RED BELOW
MUST BE INCLUDED AT A MINIMUM)
Letterhead of Company
[1] Name [2] Form of incorporation and Share Capital amount, if applicable
[3] Address [4] Registration at the Commercial and Companies Registry n°
[5] Tax registration number [6] Date
To [7] TASIAST MAURITANIE Limited S.A.
[8] ZRA 741 – P.O. Box: 5051 Nouakchott-Mauritanie tel : 4 525 24 28 / 4 529 65 58
[9] RC 2945(c)/43942(a) [10] NIF 30300026
[11] UNINTERRUPTED INVOICE N° SERIE_ _ _ _ /202_
[12] PO or Contract N° _ _ _ _ _ _ _ _
Our invoice relating to [Describe services]
Quantity / Services Price
description
Item A [13]
Amount contractually XX CURRENCY [14]
agreed
If French or Senegalese XX CURRENCY [15]
vendor, provide the
exemption wording on
VAT : [13] [16] of the VAT
exempted template
TOTAL to be paid XX CURRENCY [16]
[17] Name
Executed in two original copies
[18] Signature and [19] Stamp
___________________
[20] Bank account(s) number(s)You can also read
