Fee Basis and Third-Party Agreements
This page states the basis on which the group remunerates facilitators and the documentation it will and will not execute. It applies to every person who
introduces, or proposes to introduce, business to the group, whether described as a facilitator, introducer, intermediary, broker, consultant, mandate, agent or paymaster. The group means International Finance Corporation Ltd, International Finance Bank LTD and the other entities under common ownership or control within the IFC Group.
1. One agreement, and no other
Introductions are protected under one instrument: Agreement IFC2021-1, the
group's own Non-Circumvention, Non-Disclosure and Participation Agreement, executed online at facilitator-agreement.ifcifb.com. It carries a facilitator number issued by the group, in the form IFC-FAC-YYYY-NNNN and it is the sole basis on which participation arises.
No other document is executed. The group does not sign, endorse, stamp or
acknowledge any third-party non-circumvention or non-disclosure agreement, irrevocable master fee protection agreement, fee protection agreement, acknowledgement of debt, submission to enforcement, payment order, automatic payment instruction, guarantee or demand guarantee, whoever presents it and whatever it is titled. No officer or employee is authorised to execute one, any such document is of no effect against the group, and presenting one in connection with the Agreement is a material breach of it.
Documents of this kind are commonly presented under an NCND heading with the substantive obligations buried in later pages. The group reads the whole
document.
2. The basis of participation
A facilitator participates in ten per cent of the Profit.
Profit means the net profit actually received and retained by the group and
directly attributable to business conducted by a client, after deduction of all
costs, expenses, charges, commissions, funding and capital costs, correspondent-bank charges, clearing and settlement costs, compliance and
due-diligence costs, insurance, taxes, duties, levies, fines, penalties, provisions, impairments, losses, refunds, reversals, chargebacks, legal and
professional fees, and a reasonable allocation of overhead.
Profit does not include the amount of any deposit, transfer, asset, security,
financial instrument, facility, transaction principal, assets under management
or other client funds or property. It does not include gross revenue that has
not actually been received and retained. It does not include any accrued,
notional, unrealised or mark-to-market amount.
The group has never operated, and does not operate, a transaction-value
commission model. That distinction is not open to negotiation.
Profit is determined by the group from its own books, per client and per
quarter, and a quarterly statement is issued. Where a client generates a loss in
a quarter, that loss is carried forward before any entitlement arises. Participation is paid within thirty days of the statement, to an account in the
facilitator's own name.
Where more than one facilitator claims the same client, the total participation
for that client remains ten per cent of the Profit and the group allocates it
between the claimants. In allocating, the group may have regard to which claim was registered first, to the conduct of each claimant, and to whether the client approached the group directly after a facilitator had disclosed it. The
allocation is the decision of the group and is final. Each facilitator is
notified of his own share. No facilitator acquires a claim against another
facilitator in respect of the allocation, and the group is under no obligation
to disclose the identity of any other claimant.
3. Registered Introductions
An introduction counts only where it is submitted through the facilitator
portal, quotes the facilitator's number and is acknowledged by the group in
writing with an introduction reference.
An introduction made by any other means creates no entitlement. Nor does an
introduction of a person who, at the date of submission, was already a client of
the group, already in contact or discussion with the group, or already the
subject of a registered introduction by another facilitator.
Each registered introduction is issued a reference in the form
IFC-INTRO-YYYY-NNNN. Where an introduction requires review before it can be registered, the facilitator is told that it is under review and is told the
outcome once the review concludes. The group does not disclose the reason for a review. Confirming or denying that a named person is known to the group would breach the confidentiality the group owes its clients, and the group applies that rule without exception, including to the facilitator who submitted the name.
Entitlement arises only while the Agreement is in force, the facilitator number
is current, certification has been completed and the facilitator is not in
breach. Nothing obliges the group to accept any client. Acceptance follows
onboarding, due diligence and compliance approval, and nothing else.
4. What an introduction does not create
The introduction of a client confers on the facilitator no proprietary,
beneficial, security or economic interest in that client's capital, deposits,
securities, banking instruments, transactions or property, and no entitlement
calculated by reference to their value. No representation to the contrary may be made to any person.
Nor does an introduction create a right to impose a commission on the group by presenting an NCNDA, IMFPA or comparable instrument. An obligation to pay commission requires a legal foundation. It cannot be manufactured by drafting an agreement that specifies a commission and requiring the group to sign it.
5. Authority and holding out
A facilitator is an independent contractor. He is not an employee, agent,
mandate, broker, paymaster, correspondent or representative of any group entity, and he has no authority to bind the group, to negotiate or accept terms on its behalf, to quote prices, rates or conditions, or to make any representation or commitment in its name.
A facilitator may describe himself only as an introducer or facilitator holding
the facilitator number allocated to him. He may not use the name, marks, logos, letterhead or documents of any group entity without written consent, and may not issue any document in the group's name.
A facilitator does not receive, hold, handle or direct client funds, and does not
request or accept payment from a client in connection with an introduction.
No person may represent that the group has accepted a client, approved a
transaction, issued, confirmed, verified or blocked any instrument, or agreed any commission, unless the group has confirmed it in writing. Counterparties in doubt should verify with the group before proceeding or transferring any sum.
6. Due diligence and regulatory status
A facilitator warrants that he holds every authorisation, licence, registration
or applicable exemption required in each jurisdiction in which he operates, and
that he complies with the rules on financial promotion, solicitation and
cross-border marketing. He provides no investment, financial, legal or tax advice and makes no personal recommendation. His activity is confined to introduction.
Identification, address, corporate ownership, authority, regulatory status and
source-of-funds information are provided on request. Know-your-customer,
anti-money-laundering, counter-terrorist-financing, sanctions and
politically-exposed-person procedures are not displaced by any agreement or
assertion of confidentiality.
Any person is free to decline to provide what is requested. The consequence is
equally straightforward: the group is then free, and may be required, to decline
the relationship or transaction.
Incorporating a company confers corporate capacity. It does not confer regulatory authorisation. Calling oneself a consultant, facilitator, broker, mandate, agent or paymaster does not determine the regulatory character of the activity actually performed. Qualifications in unrelated fields are immaterial to that assessment.
7. Instruments proposed to the group
Where a facilitator proposes a financial instrument, the group will not consider
its existence, availability, transferability or monetisation until documentary
evidence of beneficial ownership, or of legally documented control, has been
produced by the bank, broker, custodian or authorised securities intermediary
maintaining the relevant securities account.
Documentation originating from a Central Securities Depository does not evidence beneficial ownership. Those institutions are settlement and safekeeping infrastructures whose records identify their direct participants only.
8. Conduct
Correspondence with the group, its officers, employees and representatives is
professional and free from threats, intimidation or abuse. Communications are
retained on the group's records. Threatening, abusive or intimidating
communication is grounds for immediate termination without compensation, and the group reserves the right to place any such communication before any competent law-enforcement, regulatory, judicial or other authority without further notice.
9. Claims
Any person who considers that he holds an enforceable claim against the group should have it submitted through qualified legal counsel, identifying the
contract relied upon, the provision said to create the entitlement, the
transaction concerned, the event said to have crystallised the sum claimed and the calculation of that sum.
Nothing on this page is an admission of liability, a waiver of rights, an
acknowledgement of indebtedness or the recognition of any alleged commission entitlement. All rights and remedies are reserved.