1
Exhibit 10.12
CONTRACT NO. D5/3
Moscow March 15, 1996
ZAO [Private Joint-Stock Company] Rustelnet, hereafter called "Rustelnet,"
represented by its general director, S. Ye. Obel'chenko, acting on the basis of
the Bylaws, party of the first part, and ZAO Corbina Telecommunications,
hereafter called "the DISTRIBUTOR," represented by its general director, M.Y.
Xxxxxxxxx'd, acting on the basis of the Bylaws, party of the second part, have
concluded this contract as follows:
1. SUBJECT MATTER OF THE CONTRACT
Rustelnet hereby designates ZAO Corbina Telecommunications to be its
DISTRIBUTOR in providing communications services on the territory of the Russian
Federation [RF].
2. THE DISTRIBUTOR'S OBLIGATIONS
2.1 The DISTRIBUTOR hereby assumes the following obligations:
- - to conclude Contracts with customers in its own name to provide them
communications services, clearing with Rustelnet the date when service will
begin under each Contract;
- - to see that communications services are provided.
2.2 The DISTRIBUTOR hereby assumes the following obligations:
- - to build up in his account money collected from customers;
- - to settle with Xxxxxxxxx twice a month on the basis of bills Xxxxxxxxx
presents for communications services.
3. OBLIGATIONS OF RUSTELNET
3.1 Rustelnet shall provide the DISTRIBUTOR a list of communications
services (Appendix A) and the wholesale rates of those services, which shall be
established in Protocols which constitute an inseparable part of this Contract.
3.2 Rustelnet must provide the DISTRIBUTOR timely information about a
change in the list of communications services provided and wholesale rates for
those services.
1
2
In this case, Xxxxxxxxx shall give the DISTRIBUTOR written notice of the
changes indicated above 30 working days before the change takes effect.
3.3 Rustelnet shall see that customers obtained by the DISTRIBUTOR are
provided communications services 7 days a week and 24 hours a day.
3.4 Rustelnet shall provide the DISTRIBUTOR billing data on the volume of
communications services furnished him, and on that basis the DISTRIBUTOR shall
generate bills and present them to customers.
4. SETTLEMENT PROCEDURE
4.1 Twice a month (on the 1st and 16th) the DISTRIBUTOR shall credit to
Xxxxxxxxx's account all proceeds obtained from his customers in keeping with the
billing data and wholesale rates the Parties have agreed on and on the basis of
bills Xxxxxxxxx has presented.
The funds shall be credited to Xxxxxxxxx's account no later than 10
working days after the bills have been received from Rustelnet. Adjustments to
billing data mutually agreed to shall be taken into account when the next bills
are paid.
If the bills are not paid on time, penalties shall be charged at the rate
of 0.5% of the unpaid amount for each day of delinquency, but not to exceed 25%
of the entire amount.
Should there be a delay in payment of Rustelnet's bills, on the basis of
its assessment of the commercial risk it reserve the right to terminate the
supply of communications services without prior notices.
5. CONFIDENTIALITY
5.1 Confidential information may become known to the Parties during
performance of this Contract.
The Parties agree that information classified as confidential by one of
the Parties shall not be divulged by the other Party to any third Party without
written permission of the Party furnishing such information.
6. LIFE OF THE CONTRACT
6.1 This Contract shall take effect on the date it is signed by both
Parties and shall remain in effect for 1 (one) year. The Contract may be
canceled unilaterally upon full mutual settlement of the Parties if written
notice is given 2 months before the date of the cancellation.
2
3
6.2 The Contract shall be considered performed when settlement between the
Parties has been completed.
7. OTHER CONDITIONS
7.1 The signing, validity, and performance of the Contract shall be
treated in conformity with the laws of the Russian Federation.
7.2 Supplements or amendments to the Contract shall take effect and shall
be binding on the Parties if they have been drawn up in writing and signed by
the General Directors or authorized individuals representing the interests of
the Parties on the basis of powers of attorney signed by the chief executives of
the Parties.
7.3 The Contract shall be extended automatically if neither of the Parties
takes action to cancel it under 6.1.
8. FORCE MAJEURE
8.1 Neither Rustelnet nor the DISTRIBUTOR shall be responsible for a delay
in performing their respective obligations or their nonperformance under this
Contract as a consequence of any event customarily classified as force majeure,
including, but not limited to, natural disasters, the actions of some government
agency (de jure or de facto), disruption of law and order, embargo, strike, or
any other circumstances of a similar or different nature which are beyond the
control of the Parties and which prevent the Parties from performing some of
their obligations under this Contract. The Parties shall notify one another of
the circumstances of force majeure. As of the date of the notice the Party
giving notice may cease or postpone performance of its obligations for the
period performance is prevented by the circumstances of force majeure, and in
this case the notifying Party shall not be liable to the other Party or its
customers.
9. DISPUTES
9.1 The Parties agree to resolve all disagreements and disputes that arise
through negotiation. The Parties agree to follow prearbitration procedure for
settlement of disputes previously envisaged by the Regulation on Grievance
Procedure for Settlement of Disputes, approved by Decree of the RF Supreme
Soviet on June 24, 1992. If agreement is not reached in prearbitration
procedure, the Parties (or one of them) shall have the right to appeal to the
Arbitration Court of the city of Moscow.
3
4
10. LEGAL ADDRESSES AND BANKING PARTICULARS OF THE PARTIES
Rustelnet Corbina Telecommunications
Xx. 00x Xxxxxxxxx Xxxxxxxx Xx. 00, Xxxxxxxxxxx Xxxxxx
Xxxxxx 000000 Xxxxx 000, Xxxxxx 109428
INN 7736145390 INN 7729158574
Settlement account: 110467937 Settlement account: 00000000
Commercial Bank MOSTBANK Commercial Bank Arbat
MFO 997168, Section 8s MFO 996705, Section 8N
This Contract has been signed in two copies, one for each of the Parties.
The two copies have equal legal force.
For Rustelnet For the DISTRIBUTOR
General director General director
X. Xx. Obel'chenko [signed] M. Y. Xxxxxxxxx'd [signed]
[Stamp] Rustelnet [Stamp] Corbina
Telecommunications
Public Joint-Stock Company
Moscow
4
5
APPENDIX A
TO CONTRACT NO. D5/3
DATED MARCH 15, 1996
LIST OF COMMUNICATIONS SERVICES
PROVIDED TO THE DISTRIBUTOR FOR DISTRIBUTION
1. Automatic and operator-assisted communications with payment for
services by means of prepayment cards, telephone cards, and bank credit cards.
2. Automatic connection with password access.
3. Operator-assisted semiautomatic communications.
4. Automatic communications in which the customer is connected over a
separate line and given a Moscow number (at the customer's request).
For Rustelnet For the DISTRIBUTOR
General director General director
X. Xx. Obel'chenko [signed] M. Y. Xxxxxxxxx'd [signed]
[Stamp] Rustelnet [Stamp] Corbina
Telecommunications
Public Joint-Stock Company
Moscow
5
