Exhibit 4.31.3


 


APPENDIX
NO. 2


to
Agency Agreement


No. 55-06-03 dt. 9 June 2006


 


AGREEMENT


 


on long-distance and international telecommunications


 


	
  City

  	
   

  	
  Dated

  



 


Rostelecom, Open Joint-Stock
Company for Long-Distance and International Telecommunications (License for
provision of long-distance and international telecommunications No. 29777
dt.               
), represented by                                                     
“                                                    ”,
acting in the name and on behalf of OAO Rostelecom on the grounds of the
agreement concluded between                                   ,
and OAO Rostelecom, No.               
dt.               
hereinafter referred to as “Rostelecom”,
represented by                                                    
                                                     ,
authorized to act by Power of Attorney dt.                             
No.                                 ,
on the one part, and                            
                        
                                 
             ,

hereinafter referred to as the “User”,
represented by
                                                                                             ,
 authorized to act by                                                                               ,
on the other part, as follows:


 


1. DEFINITIONS:


 


1.1. “Agreement” shall mean this Agreement on long-distance and
international telecommunications, with all Appendices and Additional Agreements
hereto.


 


1.2. “Billing period” shall mean the calendar month
following the month when Telecommunication Services were rendered to Users.


 


1.3. “Parties” shall mean Rostelecom and
the User. Rostelecom and the User can be separately referred to as “Party”


 


1.4. “Tariff” shall mean the rate of payment for each Service
provided under the Agreement between the Parties.


 


1.5. “Telecommunications” shall mean long-distance and
international Telecommunication Services rendered by Rostelecom to the User
using automatic service system or with the help of an operator.


 


1.6. “User Equipment” shall mean the user (terminal)
equipment installed at:                                                                                                                     .


 


Type of User Equipment: telephone set, fax machine, data set (underscore whatever applicable).


 


User Equipment used individually or collectively (underscore
whatever applicable).


 


Subscriber number (additional subscriber number):                                                                .


 


1.7. “Agent” shall mean                                                                               .


 


1.8. “Regulations” shall mean Local, Intrazonal, Long-Distance and
International Telecommunication Services rendering Regulations, approved by
Resolution of the Russian Government No. 310 dt. May 18, 2005.


 


2.
SUBJECT MATTER


 


2.1. Rostelecom herewith undertakes to render Telecommunication Services
to the User, whereas the User undertakes to effect payments for such
Telecommunication Services on the terms and conditions and in the manner stated
herein.


 


3.
TELECOMMUNICATIONS RENDERING TERMS AND CONDITIONS


 


3.1. On entering into this Agreement, the User shall be entitled to
receive Telecommunication Services, whereas Rostelecom shall render such
services to the User, provided this is technically practicable, and provided
the User has access to long-distance and international Telecommunication
Services.


 


3.2. To receive the Telecommunications via the automated service system,
the User shall perform the following course of action: dial “8” from the User
Equipment; dial Rostelecom’s telephone network selection code (if introduced);
dial call party’s numbering area code; dial call party’s subscriber number.


 


3.3. To receive the Telecommunications via the
operator, the User shall perform the following course of action: dial number
whereby access is obtained to long-distance and international
telecommunications provided by OAO Rostelecom via operator, i.e. “07” and/or
another access number which the User can obtain via “09” inquiry service; order
long-distance or international telephone call via the operator using instant or
delayed ordering system, in accordance with the Regulations.


 


3.4. The Telecommunications shall be deemed provided as from the moment
when the telephone connection is established as the result of the course of
action described under para. 3.2. or para. 3.3. hereof.


 


3.5. The access to Telecommunication Services, rendered to the User from
the User equipment, can be stopped at the initiative of Rostelecom in cases,
covered by para. 7.2 hereof.


 

















 


3.6. Where technical possibility for the rendering of the
Telecommunication Services to the User is partially unavailable, Rostelecom may
limit number of call orders and call duration or, where such technical
possibility for the rendering of the Telecommunication Services is not
available altogether, may deny rendering of the Telecommunication Services.


 


The User must be notified about the introduction of limitations at the
moment of order taking or in the moment of rendering of telecommunications by
order service system.


 


In case of occurrence of long-term limitations of
using telecommunications, Rostelecom must undertake measures in order to inform
the User about it using mass media, inquiry services, placing notices in places
of collective use of telecommunications etc.


 


3.7.
If technically feasible and on condition that access to Telecommunications is
available from User equipment, Rostelecom renders to the User a possibility to
use Telecommunications 24 hours a day, if other is not indicated in the Russian
Federation law.


 


3.8. The User which is an individual herewith agrees that effective from
the moment of his/her entering into this Agreement, his/her personal details
may be included in inquiry service databases and may be used for the provision
of inquiry and other information services by Rostelecom or third parties.


 


4.
RESPONSIBILITIES OF THE PARTIES


 


4.1. Rostelecom undertakes to:


 


4.1.1.
Render Telecommunication Services to the User in accordance with the law of the
Russian Federation, the Regulations, national standards, technical regulations
and standards, the license, and this Agreement (and in particular to rectify,
within prescribed time periods, any failures which are attributable to
Rostelecom and which obstruct enjoyment of the Telecommunications by the User).


 


4.1.2.
To notify the User through mass media about changes in the conditions of
service rendering, methods of payment for Telecommunications, Tariffs in no
less than ten days before the date when these changes are introduced


 


4.1.3.
To fulfill other obligations of Rostelecom, covered by the law of the Russian
Federation and the Agreement.


 


4.2. The User undertakes to:


 


4.2.1.
Pay for the Telecommunication Services rendered to it within the time frames
envisaged by, and subject to the terms and conditions of, this Agreement. (For Users which are local government-funded organizations: “The User
shall only make use of the Telecommunications within the allocated government
funding limit”).


 


4.2.2.
Perform other User’s obligations as provided for in the current law of the
Russian Federation and this Agreement.


 


5.
RIGHTS OF THE PARTIES


 


5.1. Rostelecom shall have the right to:


 


5.1.1.
Change, on a unilateral basis, the Tariffs, payment terms and conditions and
time frames pursuant to para. 4.1.2 hereof.


 


5.1.2.
Initiate temporary suspension of User’s access to the long-distance and
international telecommunications in circumstances referred to in para. 7.2.
hereof.


 


5.2. The User shall have the right to:


 


5.2.1. Raise objections against bills issued to it, in the manner
described in Article 8 below.


 


5.2.2. To refuse to pay for Telecommunications, that was rendered to the
User without their concert. Telecommunications shall be deemed provided with
User’s consent if the call is made from the User Equipment by means of the
course of action referred to in paras 3.2. and 3.3. hereof.


 


6.
PAYMENT PROCEDURE


 


6.1.  The User shall effect
payments for the Telecommunications provided to it by Rostelecom hereunder
exclusively to the bank account whereof details are stated in the
Telecommunications bill. The User’s monetary obligations with respect to the
Telecommunication Services provided to it shall terminate as from the moment
when the funds are credited on the bank account specified in the bill issued to
the User or else when cash is received at the Agent’s cash desk.


 


6.2. The Telecommunications bills shall be issued by
the Agent on behalf of Rostelecom. Each Telecommunications bill shall identify
the amount stated therein as payment for the Telecommunication Services
rendered by OAO Rostelecom.


 


6.3.  Tariffs for international telecommunications
are established and changed in accordance with the current law of the Russian
Federation. The User shall be notified of any such Tariffs being introduced, in
the manner described in para. 4.1.2. hereof.


 


6.4.
Tariffs for international telecommunications are established by Rostelecom and
changes can be introduced to them at any time. The User shall be notified of
any such Tariffs being introduced, in the manner described in Paragraph 4.1.2.
above.


 


6.5.
The long-distance or international call tariff unit shall be established by
Rostelecom and shall be one minute. The records of duration of long-distance
and international telecommunications are carried out in accordance with the
tariffication unit established by Rostelecom. The tariffication unit can be
changed by Rostelecom unilaterally at any time.


 


6.6.
The payment bill for Telecommunication Services in the month previous to the
Billing period is made out to the User before the 12-th day of the Billing
period and indicates the total amount for each type of Services, there amount 


 

















 


and
cost. The grounds for making out the bill to the User are the data, obtained
with the help of the equipment, used for recording the amount of
Telecommunications. Payments for the Telecommunications shall be effected on a
monthly basis, within 15 days after the date of the bill for the
Telecommunications provided in the month immediately preceding the Billing
Period.


 


6.7.
The Telecommunication Services bills shall be delivered to the User using
delivery method designated by the User.


 


6.8.
The User shall pay for the Telecommunications by a transfer of funds to the
account specified in the Telecommunications bill, or in cash at any of the
Agent’s payment collection offices. By the payment for the Services in cash,
the monetary obligations of the User for the Services rendered are discharged
from the moment of payment at the Agent’s collection office. Any cash payments
may only be accepted from the User within limits established by the law for
legal entities.


 


6.9.
The Agent shall inform the Users of its payment collection offices via mass
media.


 


7.
RESPONSIBILITIES OF THE PARTIES


 


7.1. Rostelecom and the User bear responsibility for non-fulfillment or
improper fulfillment of their responsibilities in the Agreement in accordance
with the current law of the Russian Federation, (including the Regulations) and
the Agreement.


 


7.2.  In case of delay payment or
other User violations of the requirements, established by the Russian
Federation Law “On Telecommunications”, the Regulations and the Agreement,
Rostelecom has a right to unilaterally initiate a stoppage of rendering
access to Telecommunications for a period until a complete debt repayment, or,
correspondingly, until a complete settlement of other violations, committed by
the User.


 


7.3.  In case of
a failure to pay, or incomplete or late payment for the Telecommunication Services,
Rostelecom may enforce penalty against the User at 1% of the value of
Telecommunication Services rendered in the month immediately preceding the
Billing Period and which remain unpaid, or partially unpaid, or which were paid
in an untimely manner, for each day of the delay until the date on which the
outstanding debt is finally settled, but not more that the amount outstanding.
The User shall pay such penalty to Rostelecom within 5 days after the claim for
such penalty is made by Rostelecom.


 


8.
DISPUTE SETTLEMENT


 


8.1. If any disputes and disagreements arise hereunder, they shall be
settled in the manner described in this Section 8.


 


8.2.  In case of non-fulfillment
or improper fulfillment of obligations to render Telecommunication Services by
Rostelecom the User before applying to court makes claims to Rostelecom. The
claims of the User are made and looked into on conditions and in terms covered
by the current law of the Russian Federation. If a complaint lodged by the User
is rejected in full or in part, or if no response is given to such a complaint
within the time frames prescribed by the Russian Federation law for the review
of such a complaint, the User may initiate a court action at the Agent’s
location.


 


8.3.  If the User is in full or
partial default on its obligation to pay for the Telecommunication Services,
the Agent may, on behalf of Rostelecom, bring a suit against the User,
selecting, at its sole discretion, either the User’s location or the location
of Rostelecom (or of Rostelecom branch serving the zone where the User is
resident (domiciled)), or the location of the Agent (or of Agent’s branch
serving the zone where the User is resident (domiciled)), as the venue of such
action.


 


9.
FORCE MAJEURE CIRCUMSTANCES


 


9.1. The Parties are released from responsibility for non-fulfillment or
improper fulfillment of their obligations on the Agreement, if they prove, that
proper fulfillment was impossible due to force majeure, which means extreme,
unforeseen and inevitable circumstances in given conditions. The presence of
force majeure in this case prolongs the term of fulfillment of obligations by
the Parties, proportionally to the period of its activity. In case the action
of force majeure lasts for more than six months,  the Parties are obliged to, on the proposal
of one of the Parties, coordinate further conditions of action and/or
possibility of termination of the Agreement.


 


9.3. If the non-fulfillment of
terms of service rendering was caused by circumstances of force majeure, the
Parties must coordinate a new term of Telecommunications rendering fulfillment.


 


10.
AMENDMENT AND TERMINATION PROVISIONS


 


10.1. This Agreement may be
terminated prior to its stated expiration date in circumstances and in the
manner provided for by the law of the Russian Federation.


 


10.2. In case of termination
of the Agreement the Parties must conduct mutual exchanges on all obligations.


 


10.3. Any amendments to this
Agreement shall be executed as additional agreements hereto which shall be
prepared in two counterparts and shall be signed by the User (or its authorized
representative) and Rostelecom (via its authorized representative).


 

















 


11.
PERIOD OF VALIDITY OF THE AGREEMENT


 


11.1. This Agreement shall
take effect as from the date it is signed by Rostelecom and the User and shall
be deemed effective for an unlimited period of time.


 


12.
MISCELLANEOUS


 


12.1. Rostelecom and the User
admit that the present agreement is obligatory for fulfillment for both Parties
considering all conditions.


 


12.2. All legal relations of
the Parties, arising in connection with rendering Telecommunication Services to
the User by Rostelecom, which are not covered directly by the Agreement, are
regulated by the Regulations and regulatory documents of the Russian
Federation.


 


12.3. The User is informed
about and agrees to the characteristics of rendered Telecommunications,
concerning their quality, safety and limitations


 


12.4. The User is familiarized
with the Regulations and undertakes the obligation to observe them.


 


12.5. This Agreement is
prepared in two counterparts of equal legal effect, one counterpart for each
Party.


 


12.6. As there exists an
agreement between Rostelecom and the Agent whereby the Agent is authorized to
bill the User for the Telecommunication Services provided, collect payments
from the Users for the Telecommunication Services provided,  and to handle any complaints and court
actions lodged by or against the User, the User herewith agrees, respectively,
to accept Telecommunication Services bills issued by the Agent, effect payments
for Telecommunication Services to the Agent, reconcile mutual accounts with the
Agent and submit to the Agent, in the manner prescribed herein, any complaints
lodged against Rostelecom in connection with Rostelecom’s failure to perform,
or improper performance of, this Agreement.


 


12.7. Addresses and method of bill delivery by Agent
to the Subscriber:


 


	
  Subscriber’s
  choice

  	
   

  	
  Bill delivery method

  	
   

  	
  Bill delivery address

  
	
   

  	
   

  	
  National
  Post/third party services

  	
   

  	
  Postal
  address

  
	
   

  	
   

  	
  E-mail

  	
   

  	
  E-mail
  address

  
	
   

  	
   

  	
  Direct
  collection by Subscriber/Subscriber’s authorized representative

  	
   

  	
  Agent’s
  subscriber service facility, located at:

  
	
   

  	
   

  	
  Web-site

  	
   

  	
  Site
  URL:  

  Access
  password:

  



 


13. Address and banking details of the Agent:


 


14.
Addresses and banking details of Parties


 


	
  User: (as a minimum, specify the following:  subscriber
  information (full name, date and place of birth, details of identifying
  document, - for individuals; official (trade) name – for legal entities);

   

   

   

  Dt.
                              200  

  Seal
  here

  	
  Rostelecom:

   

   

   

  Dt.
                              200   

  Seal
  here

  



 


15. Signatures of Parties


 


	
  For the User:

                                                          
  full name

   

  Dt.
                              200  

  Seal
  here

  	
  For Rostelecom :

                                                                    
  full name

   

  Dt.
                              200  

  Seal
  here

  



 


»


 

















 


	
  OAO Rostelecom:

  	
  Operator:

  
	
  General Director

  	
  General Director

  
	
  OAO Rostelecom

  	
  OJSC STC:

  
	
   

  	
   

  
	
   

  	
   

  
	
                       
  D.Ye. Yerokhin

  	
                       
  G.A. Romsky

  
	
  Date                     
  2006

  	
  Dt.                       2006

  
	
  Seal here

  	
  Seal here