Introduction – Why Most Intermediaries Lose Their Commission

In global petroleum trading (EN590, Jet A1, D6, LPG, LNG), commissions are one of the most sensitive and conflictual topics:

• Brokers introduce real buyers and real sellers

• Mandates invest months building trust and structuring deals

• Intermediaries create value… and then get cut at the last minute

Common scenarios:

• Buyer and seller sign the SPA and “forget” the broker chain

• Commissions are promised in emails or WhatsApp, but not protected in a legal document

• Bank officers are not informed of fee distribution

• Intermediaries depend on “good faith” rather than enforceable structures

The Irrevocable Master Fee Protection Agreement (IMFPA) is the institutional tool designed to protect commissions in:

• EN590 / Jet A1 TTT, CIF, FOB deals

• SBLC/LC-backed transactions

• Project finance deals connected to oil/gas

• Structured trade finance operations (MT799, MT760, MT103)

The goal of this article is to:

• Explain what an IMFPA really is (and what it is not)

• Show how commissions are protected legally and institutionally

• Describe the step-by-step IMFPA process

• Clarify how to structure commissions for brokers, mandates, and facilitators

• Help buyers and sellers manage commissions without chaos or conflict

• Position NNRV Trade Partners as a neutral, institutional coordinator of commission structures

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SECTION 1 – Understanding the Context: Commissions in Global Oil Trading

1.1 The Real Problem: Unprotected Intermediaries

In 2025, most petroleum deals involve:

• End buyer or refinery/off-taker

• Title holder or allocation holder

• 1–3 direct mandates

• Plus 5–20 “facilitators”, “intermediaries”, “introducers”

Without a clear, enforceable commission structure:

• Everyone claims to be in the chain

• Everyone wants a share

• Sellers refuse to pay endless brokers

• Buyers distrust deals flooded with middlemen

• Real mandates are lost in the noise

Result: No deal, no payment, no trust.

1.2 Why IMFPA Exists

The IMFPA (Irrevocable Master Fee Protection Agreement) is designed to:

• Identify who gets paid

• Define how much each party receives (USD/MT or %)

• Specify when fees are paid (usually after MT103)

• Protect brokers against circumvention

• Give banks the legal framework to distribute commissions

In serious EN590 and Jet A1 transactions, no institutional buyer or seller will deal with a chaotic commission chain.
IMFPA is the tool that aligns legal, banking, and operational reality.

1.3 Macro-Industry Context

• Global compliance (AML, KYC, CTF) is stricter than ever

• Banks are required to know where money flows

• Large commission payments without structure raise red flags

• Refineries and major trading houses want clean, short, transparent commission structures

A deal without an IMFPA is a compliance risk.
An IMFPA, correctly drafted and linked to the SPA, creates clarity and legal protection.

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SECTION 2 – IMFPA Explained From A to Z

2.1 What Is an IMFPA?

IMFPA = Irrevocable Master Fee Protection Agreement

It is a separate legal document that:

• Lists all intermediaries and their roles (Buyer’s side / Seller’s side)

• States commission amounts per MT or per %

• Identifies the paying party (often seller side or buyer side, rarely both)

• Is signed by all commission beneficiaries

• Is often attached or referenced in the SPA

It is called:

• “Irrevocable”: the fee structure cannot be changed without all parties agreeing

• “Master”: it covers the entire transaction

• “Fee Protection”: it protects the intermediaries’ compensation

2.2 What an IMFPA Is Not

• It is not a substitute for the SPA (Sale & Purchase Agreement)

• It is not a replacement for KYC or compliance

• It is not a guarantee that a fake deal will become real

• It is not a magic document that forces a bank to pay without funds

The IMFPA works only within a real, bankable transaction.

2.3 Core Components of a Professional IMFPA

A serious IMFPA includes:

• Full legal names of all payees

• Company names, registration numbers

• Roles (e.g., Buyer Mandate, Seller Mandate, Intermediary, Facilitator)

• Bank coordinates for each payee

• Commission breakdown (e.g., “USD 5/MT buyer side, USD 5/MT seller side”)

• Payment trigger (e.g., after MT103 payment, after CI, after Q&Q, etc.)

• Jurisdiction and dispute resolution

• Non-circumvention & non-disclosure clauses (often referencing NCNDA/ICC rules)

2.4 IMFPA in EN590 and Jet A1 Deals

In a classic EN590 TTT Rotterdam deal, IMFPA might specify:

• Seller side commission: USD 5/MT

• Buyer side commission: USD 5/MT

• Each USD 5/MT divided among 2–4 entities

• Payment to be made by seller’s bank from the gross amount, after receipt of MT103

In an SBLC-backed transaction (e.g., SBLC issued, monetized, then used to fund EN590 purchases):

• IMFPA can cover both:

  • Commission on instrument (SBLC lease/purchase)

  • Commission on the underlying commodity trade

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SECTION 3 – NNRV Professional Analysis: Risks, Errors, and Institutional Solutions

3.1 Typical Mistakes Intermediaries Make

1. Working months without a signed NCNDA/IMFPA

2. Relying on WhatsApp messages or verbal agreements

3. Accepting “we’ll sign IMFPA later after SPA”

4. Not knowing which side (buyer/seller) will pay their commission

5. Being in chains of 10–20 brokers

6. Not understanding how banks pay fees in MT103-based deals

7. Failing to align commission amounts with market reality

3.2 Typical Mistakes Buyers/Sellers Make

1. Accepting too many intermediaries in the chain

2. Agreeing to unrealistic total commissions (e.g., USD 30–50/MT)

3. Mixing official mandates with random brokers

4. Signing multiple IMFPA versions with different structures

5. Not aligning IMFPA with SPA and banking instructions

6. Trying to remove intermediaries after buyer and seller meet

3.3 Main Risks Around Commissions

3.4 NNRV Institutional Approach

NNRV Trade Partners positions itself as:

• Neutral institutional coordinator between buyer, seller, and intermediaries

• A compliance filter that ensures:

  • Reasonable commission levels

  • Clear allocation of roles

  • Clean KYC on all parties

  • IMFPA fully aligned with SPA and banking structure

We do not “side” with any particular broker – we structure the deal so that all legitimate roles are respected.

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SECTION 4 – Step-by-Step IMFPA Process (From First Contact to Commission Payment)

Step 1 – Initial Identification (Day 1–3)

• Intermediary introduces buyer or seller

• NNRV requests:

  • Company KYC

  • NCNDA

  • Description of role (Buyer Mandate? Seller Mandate? Intermediary?)

Step 2 – Chain Clarification (Day 2–5)

• All intermediaries in the chain are identified

• Duplicates and “ghost brokers” are removed

• Each person is placed on either buyer side or seller side

Goal: short, clean, auditable commission structure.

Step 3 – Draft IMFPA (Day 3–7)

NNRV prepares a draft IMFPA including:

• List of payees

• Role of each party

• Exact commission (USD/MT or %)

• Payment structure (from gross)

• Bank details of each party

• Applicable law and jurisdiction

This draft is circulated to all parties for review.

Step 4 – Signature & Lock-In (Day 7–10)

• All intermediaries sign

• Buyer and/or seller acknowledge IMFPA in writing

• IMFPA may be referenced or annexed in the SPA

Once signed, no party can change the commission distribution without written consent from all signatories.

Step 5 – Transaction Execution (SPA, POP, DTA, SGS, MT103)

1. ICPO

2. SCO

3. SPA

4. POP

5. DTA

6. SGS Dip Test / Q&Q

7. CI (Commercial Invoice)

8. MT103 (final payment)

The IMFPA operates in the background during these steps.

Step 6 – Commission Payment (After MT103)

• Seller’s bank (or escrow bank) receives MT103 from buyer

• According to instructions in SPA + IMFPA, bank:

  • Remits net amount to seller

  • Distributes commissions (fees) to each payee via SWIFT (MT103)

If an escrow is used:

• Payment is received to escrow

• After conditions are met, funds are split based on IMFPA

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SECTION 5 – 20 Key Questions About Commission & IMFPA

10 Questions From Intermediaries / Brokers

1. Can I work without NCNDA/IMFPA and still get paid?
   Very risky. You may get paid once by luck, but institutionally you are unprotected.

2. When is the best moment to sign IMFPA?
   As soon as buyer and seller are clearly identified and before final SPA.

3. Can a WhatsApp commitment replace IMFPA?
   No. Messaging apps are not an institutional guarantee.

4. Can I force a seller to pay me if I have no IMFPA?
   Only if you can prove your role legally, which is very difficult.

5. What if I don’t know all intermediaries in the chain?
   Then your commission is at risk. The chain must be cleaned.

6. Can I appear in two different IMFPA for the same deal?
   No. This creates a high risk of conflict and non-payment.

7. Can commissions be paid in crypto?
   In most institutional deals, no. Bank-to-bank SWIFT only.

8. Can I be both buyer mandate and intermediary?
   Yes, but roles and fees must be clearly defined.

9. What if someone steals my buyer or seller?
   A signed NCNDA + IMFPA + email trail strengthens your legal position.

10. Does IMFPA guarantee I will get paid?
    It strongly protects your right, but it still depends on the deal closing.

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10 Questions From Buyers/Sellers About Commissions

1. Why should we sign an IMFPA?
   To avoid broker fights and legal disputes after closing.

2. Can commissions be too high?
   Yes. If total commission is unrealistic, the deal becomes uncompetitive.

3. Who usually pays commissions?
   Typically seller side, sometimes buyer side; must be clearly defined.

4. Is it risky to pay intermediaries outside the IMFPA?
   Yes. Can trigger AML concerns and disputes.

5. Can we work with many brokers?
   Yes, but better to work with a short, controlled chain.

6. Can an intermediary ask for POP before signing IMFPA?
   That’s a red flag; POP is between buyer/seller, not for brokers to collect.

7. Can IMFPA be governed by English law?
   Yes, often it is (UK, Swiss, or Singapore law are common choices).

8. How do banks see IMFPA?
   As an instruction framework, not as a bank guarantee.

9. What if a broker refuses to sign IMFPA?
   Usually, they are removed from the chain.

10. Can commissions be paid per shipment or per contract?
    Both options are possible, but must be clearly defined.

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SECTION 6 – Proofs & Credibility: How Major Players Structure Commissions

The IMFPA concept is widely used in:

• EN590 / Jet A1 / D6 trading

• CIF / FOB / TTT / TTM deals

• SBLC/LC monetization structures

• Long-term off-take agreements

Major houses and institutional environments use:

• NCNDA + IMFPA to structure relationship between:

  • Buyer mandates

  • Seller mandates

  • Introducers

  • Facilitators

The logic behind IMFPA follows ICC guidelines, AML frameworks, and banking compliance.
It is not a “petrol-only” tool; similar structures exist in:

• Metals trading

• Agriculture commodities

• Project financing

Without IMFPA and NCNDA, complex commission chains are unmanageable.

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SECTION 7 – Professional Call to Action (CTA)

📌 Get Your Commission Fully Protected – IMFPA Structuring with NNRV

If you are:

• A buyer mandate

• A seller mandate

• An introducer or facilitator

• A trade finance intermediary

…and you want to protect your commission professionally, NNRV Trade Partners can:

• Analyze your current position

• Clean and shorten the broker chain

• Draft a clear, balanced IMFPA

• Align it with the SPA, NCNDA, and banking structure

• Coordinate with legal and compliance

📩 Send your request and basic KYC to:
compliance@nnrvtradepartners.com

🌐 Visit:
www.nnrvtradepartners.com

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Mini FAQ (5 Key Questions)

1. Can NNRV draft a neutral IMFPA between multiple parties?
   Yes. We regularly structure multi-party fee protection agreements.

2. Do I need a lawyer in addition to NNRV?
   We strongly recommend legal review; IMFPA is a legal document.

3. Can NNRV also structure the SPA, NCNDA, and SBLC/LC side?
   Yes, at an institutional, non-retail level.

4. What if my deal is already in progress?
   We can still come in, clean the structure, and create an IMFPA before closing.

5. Can IMFPA be used for multiple shipments over 12 months?
   Yes. It can be linked to a long-term contract (e.g., 12-month EN590 off-take).

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Why Choose NNRV Trade Partners?

• Institutional positioning in trade finance & commodities

• Expertise in EN590, Jet A1, SBLC, LC, MT799/MT760/MT103 workflows

• Professional structuring of NCNDA, IMFPA, SPA, POP, DTA

• Neutral coordination between buyers, sellers, and intermediaries

• Strong focus on compliance, AML, and bankability

• Ability to filter non-serious players and protect serious ones

• Discreet, confidential, and long-term partnership mindset