Calculate of railway freight in Russia, CIS and Baltic countries

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CTM, Limited Liability Company (Russia, St. Petersburg), hereinafter referred to as the “Licensor”, represented by the Director of Moscow Branch of CTM, LLC Marina Vladimirovna Filippova, acting under Power of Attorney No. 27 dated November 11, 2011, hereby offers to conclude an agreement on granting the right for using the Software for PC on the conditions set forth below herein.

1. 1. Subject of the Agreement

1.1. In accordance with the provisions of the Agreement, the Licensor shall grant the User the right to use the Software for calculation of railway tariff on User’s request and for consideration payable by the User.

1.2. The following terms shall be used for the purposes of interpretation of the provisions of the present Agreement:

– Agreement is a paid services agreement between the Licensor and the User about granting the right to use the Software concluded subject to the User’s acceptance of all conditions set forth herein, registrations on Licensor’s web site and first advance payment;

– Offer is Licensor’s offer to any person to conclude an Agreement under conditions offered in this document, available on Licensor’s Internet web site at;

– Acceptance is a full and unconditional acceptance of the conditions of the Offer by the User;

– Software is a Software module developed by the Licensor for PC “Rail-Tariff-Online”, designed to calculate railway tariffs online on the Internet information system without downloading and installing a distributive on User’s PC, available on Licensor’s Internet web site (;

– Tariff Calculation is a calculation of a railway payment for carriage on the territory of Russia, the CIS and Baltic countries on the basis of Price List 10-01 (internal, export and import transportations by the Russian Railways), tariff policies of the CIS, Kazakh Price List 10-01 (internal transportations by the Kazakh Railways), Kazakh export and import tariff, tariff policies of Lithuania and Latvia automatically taking into account all discounts and ratios applicable on a specific date. The calculation is performed on the basis of the data included in User’s enquiry.

– TS is a server for tariff calculation located on Licensor’s hardware; it is accessible on 24/7 basis, except for the periods allocated for regulated maintenance and notified in advance by the Licensor.

Access to the tariff calculation server for enquiry generation is granted to the User after authorization as a registered Software user by inputting login and password;

– Licensor’s Web Site is an Internet web site available at:;

– User is a visitor of Licensor’s web site who read through and unconditionally accepted all the provisions hereof, effected all the payments set forth herein and registered as a software user;

– Enquiry is a program call generated by a User in electronic form, prepared in the set form in accordance with the requirements indicated on Licensor’s web site, containing original data, including information about rolling stock, cargo type, and cargo route;

– Reporting period shall coincide with a calendar month.

The Agreement may contain the terms which are not defined in paragraph 1.2. In this case such term shall be interpreted in accordance with the text of the Agreement. If there is no precise interpretation of a term in the text of the Agreement, it shall be interpreted, firstly, in accordance with interpretation defined by RF legislation, secondly, on Licensor’s web site, and after all - as generally used on the Internet.

2. Rights and Obligations of the Parties

2.1. The Licensor shall:

2.1.1. Ensure posting and functioning of the Software on its web site on the Internet information system.

2.1.2. Keep the Software updated, and make necessary alteration and additions in case of adoption of new and/or change of existing regulations governing tariff calculation procedure for this purpose.

2.1.3. Ensure the User’s access to TS for generation of an enquiry required for tariff calculation in the Software after the User has made an advance payment stipulated in the Agreement.

2.1.4. Enable the User to get verbal consultations regarding Software functioning in the frameworks of the Agreement. The consultancies shall be provided on working days (Monday-Friday from 9:00 till 18:00 by Moscow time); contact phone number is indicated in par. 7 of the Agreement.

2.1.5. Keep records of the User’s payment and number of enquiries processed in the Software.

2.1.6. Provide the User on its request with the information about a number of enquiries processed in the course of the reporting period.

2.2. Licensor shall be entitled to suspend User’s access to the Software for technical, technological or other reasons that hinder the use of the Software for the period required to remedy such reasons.

2.3. The Licensor shall reserve the right to suspend access to the Software and/or terminate the Agreement with the User unilaterally and without judicial procedures by a written notification of the Client in the following cases:
a) if consideration for using the Software became equal or exceeded the amount transferred by the User to Licensor’s current account as advance payment according to the selected tariff;
b) non-payment of consideration within the period and in amount stipulated by the Agreement;
c) if the User has indebtedness in respect of consideration to the Licensor, in particular, missed maturity date in case it was granted a grace period;
d) violation of Licensor’s intellectual rights for the Software by the User;
e) other cases of non-fulfilment (undue fulfilment) of the obligations under the present Agreement by the User.

2.4. The User shall:

2.4.1. Generate electronic enquiries in the form available in the Software.

2.4.2. Send independently enquiries for tariff calculation using the Software to TS.

2.4.3. Respect Licensor’s copyright for the Software, prevent violation thereof by the third parties through User’s fault.

2.4.4. Pay consideration to the Licensor in accordance with the tariffs approved by the Licensor and within the periods specified in par. 3 of the Agreement.

2.4.5. Control its account status (balance).

2.4.6. Track independently changes in the amount of consideration for the use of the Software, procedure and conditions to use the Software that will be informed by the Licensor.

2.4.7. Fill in registration form on Licensor’s web site, indicating registration data (including, where necessary, personal data), as well as login and password for registration as an authorized user of the Software; in case of transfer of personal data to the Licensor, to provide a written agreement of personal data owner for processing thereof.

2.5. The User shall be granted the right to use the Software solely for the purpose of tariff calculation subject to proper fulfilment of its obligations hereunder.

2.6. The User is solely liable for safety and confidentiality of registration data (login and password). All enquiries generated and processed by the Software with the use of the User’s login and password shall be considered to be made by the User.

The User is solely liable to the third parties for all actions performed with the use of User’s login and password. The Licensor shall bear no responsibility for unauthorized use of User’s registration data by third parties.

2.7. The User agrees that for the purposes of this Agreement, in particular, for defining the number of processed enquiries and amount of consideration, there shall be used only the data of Licensor’s automated accounting system generated on the results of processing of User’s enquiries

2.8. The Licensor shall not give any guarantees in respect of effectiveness of using tariff calculation results obtained by the User through the Software.

2.9. The Parties agree that the clause on confidentiality of registration data (including personal data), submitted by the User during registration on Licensor’s web site and/or upon conclusion of the Agreement, shall not be applied to the cases of Licensor’s using such data for the purpose of issuing invoices to the User for payment of consideration, pro-forma invoices and for execution of acts under the Agreement with the User. The data (including personal data) provided by the User shall be indicated in the documents mentioned above.

3. Settlement Procedure

3.1. The Licensor shall prepare a unilateral Act (see Annex 2) on granting the right to use the Software (hereinafter shall be referred to as the “Act”) in conformity with the scope of User’s enquiries actually processed in the course of the reporting period on monthly basis within the first three working days following the reporting period. The Licensor shall send the User the Act by e-mail or mail to User’s address indicated during registration or by other means agreed with the User within the abovementioned period.

3.2. The right to use the Software is considered to be provided, Licensor’s obligations are considered to be duly fulfilled and the fulfilment is considered to be accepted by the User in the scope indicated in the Act subject to the Licensor non-receipt of substantiated written objections from the User regarding the information in the Act within 5 (five) working days upon the delivery of the Act to the User.

Upon termination of the abovementioned period, User’s claims regarding the number of processed enquires and the amount of consideration shall not be accepted.

3.3. The amount of consideration for granting the right to use the Software is defined on the basis of the tariff for the use of the Software selected by the User. The list of tariffs for using the Software is approved by the Licensor, posted on Licensor’s web site, and it constitutes an integral part of the Agreement

By executing the Agreement with the Licensor the User confirms that it has familiarized itself and accepts with the existing tariffs for using the Software.

3.4. Amount of the consideration may be modified unilaterally by the Licensor by means of approving new tariffs. The Licensor shall notify the User of change and introduction of new tariffs no later than 7 (seven) days prior to their introduction by posting a new list of tariffs on its Internet web site.

User’s enquiries and use of the Software after introduction of new tariffs shall mean that the User accepts such tariffs.

If the User does not accept such new tariffs, the Agreement shall be considered terminated from the date of such tariffs’ introduction set by the Licensor.

3.5. The right to use the Software is granted to the User on condition of advance payment of a subscription fee, the amount of which depends on a tariff plan selected by the User.

3.6. All settlements hereunder shall be performed in a non-cash form by one of the following means:
– bank transfer by means of money transfer to Licensor’s current account;
– money transfer using electronic payment systems, including Yandex.Money, WebMoney, QIWI Wallet, according to the procedure established by the respective payment system;
– money transfer using bank cards, according to the procedure established by the respective credit organization.

Transfer commission charges payable for money transfers via electronic payment system shall be covered by the User on its own account.

In case of settlements via electronic payment systems the User shall transfer money taking into consideration the commission chargeable by electronic payment system from the recipient of payment (if such commission is set by the operator of the respective electronic payment system).

3.7. The date of fulfilment of User’s obligations regarding payment of consideration to the Licensor shall be considered to be the date on which amounts payable are credited to Licensor’s correspondent bank account.

In particular cases, the following may be considered as confirmation of payment of the consideration at Licensor’s sole discretion:
a) fax copy of payment order in case of cashless payment;
b) fax copy of payment receipt with seal of the bank through which the payment was effected;
c) message of ASSIST system on the results of payment performed via bank cards or electronic payment systems.

3.8. Upon expiry of tariffs “24 hours”, “Week”, “Month”, the User shall be automatically transferred to “One-to-one” tariff subject to the availability of sufficient amounts on User’s balance.

3.9. In case of termination of the Agreement, an unused balance shall be refunded pursuant to Client’s written application, in which he shall indicate banking details for balance return. The amount of refundable funds shall be agreed between the parties in writing or by phone: (495)-640-05-65. The Client shall send scanned copy of the application by e-mail:, original – by mail or other means to the address: 23/1, Matrosskaya Tishina St., Office 310, Entrance 13, 107076 Moscow. The Executor shall transfer the balance within 3 working days of the receipt of the original of the abovementioned application.

4. Responsibilities of the Parties. Force Majeure

4.1. The parties shall be responsible for non-fulfilment or undue fulfilment of their obligations hereunder in accordance with the legislation of the Russian Federation in force and the Agreement.

4.2. The Licensor shall not be responsible for interruption of services in case of User’s equipment failure and in cases of channel breakdown.

4.3. The Licensor shall not be responsible for malfunction or unavailability if any segments of Internet.

4.4. The parties shall not be held responsible for non-fulfilment or undue fulfilment of their obligations hereunder, if such non-fulfilment was caused by the circumstances beyond their control occurred upon the execution of the Agreement as a result of force majeure events, which could not be foreseen or reasonably prevented by the parties. Such force majeure events, in particular, include the following: floods, fires, earthquakes, explosions, storms, soil subsidences, other natural phenomena, epidemics, as well as war or military operations, terror acts; voltage variations and other circumstances resulting in malfunction of hardware of any of the Parties hereto.

The Party that finds itself in the circumstances under which it becomes impossible for such Party to perform its obligations due to force majeure shall immediately (and no later than within 5 (five) working days) notify in writing the other Party of the commencement, an estimated duration and the cessation of such circumstances.

In case of a dispute regarding time of the commencement, duration or termination of force majeure circumstances, an opinion of a competent authority at the location of such respective Party shall serve as an appropriate and sufficient confirmation of such commencement, duration and termination of the abovementioned circumstances.

Failure to notify or untimely notification by any Party of the commencement of force majeure circumstances deprives it of the right to refer to such circumstances in the future in order to obtain a waiver for its responsibility for non-fulfilment of its obligations hereunder.

In case of the commencement of force majeure circumstances, the period required for the fulfilment of the Party’s obligations hereunder shall be extended in proportion to the period of duration of such circumstances without any compensation for losses.

4.5. Should the duration of such force majeure circumstances and/or their consequences extend beyond 30 (thirty) subsequent calendar days, this Agreement may be terminated by either Party by written notification given at the address of the other Party.

5. 5. Execution and Amendment of the Agreement. Validity of the Agreement

5.1. The terms of this Offer shall come into effect upon their posting in the Internet at the address and shall remain valid until their further revocation or modification by the Licensor.

5.2. The Licensor shall reserve the right to amend the terms of the Agreement and/or revoke the terms of the Agreement at any time and at its sole discretion. If the Licensor introduces changes in the terms hereof, such changes shall come into effect upon the placement of the modified text of the Offer on the Internet at the address specified in par. 5.1, unless otherwise indicated at such placement.

5.3. The User shall accept the terms of the Agreement in case of execution thereof on conditions of grace period by performing the following actions:
a) providing User’s consent to conclude the Agreement with grace period expressed by clicking on the button “agree” in client interface;
b) issuing an invoice for payment of tariff with grace period.

If the User did not clear the invoice within 5 (five) working days of the date of the invoice, and no right to use the Software has been granted by the Licensor to the User with regard to a respective account (in particular, the User has not performed calculations using the Software), the Licensor shall be entitled to cancel an account, and the Agreement shall be terminated.

5.4. This Agreement shall come into effect subject to the User’s acceptance of the terms of the Agreement, its having registered on the Licensor’s web site in accordance with the applicable procedure, and having effected the first advance payment, and it shall remain valid:
a) until complete fulfilment by the Parties their obligations hereunder, namely, payment of the fee by the User, or
b) until the termination of this Agreement.

5.5. The User hereby acknowledges and agrees that any amendments hereof in compliance with the procedure set forth in Par. 5.2 shall result into amendments in the Agreement concluded and effective between the User and the Licensor, and such amendments in the Agreement shall come into force simultaneously with the placement of new/changed terms of the Agreement (new Offer) on the Licensor’s web site.

5.6. The Agreement may be terminated:
a) by consent of the Parties at any time;
b) by any Party, by giving a written notice thereof to the other Party in case of breach of the terms of the Agreement by the defaulting Party;
c) due to other reasons stipulated by the legislation in force or the Agreement.

5.7. Termination of the Agreement due to any reason shall not terminate the User’s obligations regarding payment of the fee for using the Software during the validity period of the Agreement.

5.8. In case of termination of the Agreement due to any reason, the Licensor undertakes to return to the User, which opted for “One-to-one” tariff, the balance of funds transferred as an advance payment hereunder according to the conditions set forth in Par. 3.9. Such refund shall be conducted in accordance with the procedure set forth by the respective credit institutions and/or electronic payment systems, used by the Parties for performing settlements hereunder.

6. 6. Additional Conditions

6.1. Execution and performance of the Agreement shall be governed by the current legislation of the Russian Federation. The Parties shall seek to solve all disputes and disagreements arising in the course of performance hereof through negotiations. The disputes and disagreements, which cannot be solved by means of negotiations, shall be subject to consideration in the Arbitration Court of Moscow in accordance with the legislation of the Russian Federation. In solving all disputes the Parties shall be governed by the substantive and procedural law of Russia. Relevant proceedings shall be held in Russian.

6.2. Neither Party shall be entitled to delegate its rights and obligations hereunder to third parties.

6.3. The Parties shall be governed by the regulations of the current legislation of the Russian Federation with respect to all issues not stipulated by the conditions hereof, which directly or indirectly result from the relations between the Parties and affect property interests and business goodwill of the Parties hereof.

6.4. Either Party shall immediately (and no later than within 7 (seven) working days) notify the other Party of the change of banking details, location (legal address) and postal address, statutory documents, its liquidation or reorganization.

6.5. Any amendments hereto shall be valid only if they are made in writing and signed by duly authorized representatives of the Parties with the Parties’ seals affixed thereto.

6.6. Any notifications with respect to the Agreement may be sent by one Party to another by any of the following means: 1) by e-mail: a) from Licensor’s e-mail, specified in Par. 7 hereof, to User’s e-mail, specified during the latter’s registration on Licensor’s web site (for the User); b) from User’s e-mail, specified during registration on Licensor’s web site, to Licensor’s e-mail, specified in Par. 7 hereof (for the Licensor); 2) by fax; 3) by mail with return receipt requested; 4) by courier with delivery confirmation.

6.7. If one or more provisions of this Agreement become invalid or unenforceable for any reason whatsoever, such invalidity shall not affect the validity of the remaining provisions of the Agreement, which remain in force.

6.8. The Licensor and the User shall reserve the right to conclude an Agreement on granting the right to use the Software in the form of a written bilateral document at any time.

6.9. The Licensor may provide the User with the translation of the present Agreement from Russian language into other languages. However, in case of discrepancies between the terms of the Agreement in Russian and its translation, only the text of the Agreement in Russian shall have legal force.

7. 7. Details of CTM, LLC

Legal address: 7 Poltavskaya St., 191036 St. Petersburg
Location address of Moscow Branch of CTM, LLC:
23/1 Matrosskaya Tishina St., Office 310, Entrance 13, 107076 Moscow
INN: 7825679650
KPP: 771802001
Tel./fax: (495) 640-06-56, (495) 223-58-57

Sberbank of Russia, OJSC, Moscow
Current account: 40702810738290108599, Moscow Bank of Sberbank of Russia, OJSC
Correspondent account: 30101810400000000225,
BIC: 044525225

Current account: 40702810600000051117
Correspondent account: 30101810600000000562,
BIC: 044525562

Internet address:

Date of placement on the Internet: August 27, 2012