Every trade finance broker knows the feeling. You spend weeks making the introduction, structuring the deal, holding both sides together — and then, somewhere between the term sheet and settlement, you go quiet on the chain. Calls stop getting returned. The deal closes without you. Your commission, the one everyone verbally agreed to, never arrives.
Getting cut out — circumvention — is the single biggest financial risk in brokered trade finance. It's not a rare accident. It's a structural feature of how most deals are run: on WhatsApp, over email, on handshakes, with no neutral party holding anyone to the agreement.
This piece breaks down exactly how circumvention happens at each stage of a deal, why the usual defences fail, and the specific mechanisms that actually stop it. See our instrument types page for how the sequence is enforced end to end.
Why "just sign an NCNDA" isn't enough
Most brokers' first instinct is the NCNDA — the non-circumvention, non-disclosure agreement. It's necessary, but on its own it's weak, for three reasons:
- It's only as good as your ability to enforce it. An NCNDA is a piece of paper. If the principals go direct, your remedy is litigation — across borders, against parties who may be in jurisdictions where enforcement is slow or impractical. By the time you'd win, the money is long gone.
- It doesn't control the money. An NCNDA says people promised not to cut you out. It does not fix your fee, and it does not record who introduced whom. The funds still flow directly between the principals and their banks, with you on the outside hoping everyone honours the document.
- It's often signed too late, or out of sequence. Deal details, names and terms frequently get shared before the NCNDA is properly in place — at which point the protection it was meant to provide is already moot.
The NCNDA is the floor, not the solution. What strengthens your position is controlling the sequence and keeping a record you can produce later.
How circumvention actually happens, stage by stage
Stage 1 — The introduction. You connect a buyer and a seller, or a principal and a funder. The moment you reveal both identities, your leverage drops. If there's no enforceable non-circumvention in place before the reveal, the two sides can simply continue without you.
Stage 2 — KYC exchange. You forward your principal's KYC to move things along. Now the counterparty has the principal's full identity, company documents and bank details — everything they'd need to deal directly. You've handed away your only real asset: the connection.
Stage 3 — Term sheet. Terms get hammered out, often in a group chat that includes the principals directly. Once they're talking to each other about price and structure, you become a forwarding service — easy to drop.
Stage 4 — Commission agreement. Here's the trap. The IMFPA or fee agreement is frequently left until late, or never properly signed at all. Everyone says "don't worry, you're protected." Without a signed IMFPA filed early, and a record of the introduction it rests on, you have nothing to point to.
Stage 5 — Settlement. The bank-to-bank instrument issues. Funds move directly between principals. There is no mechanism that carves out and pays your commission — so unless someone voluntarily sends it, you get nothing. This is the moment most brokers discover they were cut out weeks ago.
The pattern behind every one of these
Circumvention succeeds when two things are true: the sequence isn't controlled, and the money isn't controlled.
If details get shared before the agreements are signed, and if commission is paid at the discretion of the people who'd rather not pay it, you are exposed. Every defence that relies on goodwill or after-the-fact litigation fails at exactly the moment it matters.
What actually strengthens your position
Stopping circumvention requires removing it from the realm of trust and putting it into the realm of mechanism. Specifically:
Lock non-circumvention before any detail is shared. The NCNDA has to be signed by all parties as step one — before names, terms, or KYC move. Protection that comes after disclosure is no protection.
Hold KYC centrally — never forward it. The counterparty needs to know the other side is verified. They do not need the raw documents. If a neutral platform holds the KYC and shows only a verified status, you never have to hand over the identity that makes you replaceable.
Sign the IMFPA early and file it at origination — not at settlement. Your fee agreement should be locked near the start of the deal, before the bank package, not negotiated under pressure at the end when your leverage is gone.
Put a neutral party between the parties and the money. This is the decisive one. When commission is calculated from the signed IMFPA and recorded before the deal moves — and the introduction behind it kept as evidence — a principal who declines to pay is disputing a documented record rather than your memory. The money never flows in a way that leaves you out. (On DEALEXUS the signed IMFPA is stored and the introduction is recorded; DEALEXUS holds no funds and makes no payment.)
Enforce the sequence so no step can be skipped. NCNDA → KYC → DOA → IMFPA → Terms → Bank Package → SWIFT → Close. In that order, every time. When the order is held by the platform rather than left to the parties, details are not shared before the agreements covering them are signed.
The shift that matters
The reason brokers keep getting cut out isn't that they're careless. It's that the standard way of running deals — chat apps, forwarded documents, verbal commission promises — structurally exposes them at every stage. The defences most brokers rely on are documents signed out of order and promises with no record behind them.
Dealexus was built to narrow that exposure: a neutral platform that fixes the IMFPA before the deal moves, keeps an append-only, hash-chained record of who introduced whom into which seat, holds KYC so it's verified but never handed over, and runs the eight-step sequence so no detail is shared ahead of its agreement. It does not guarantee you are paid: Dealexus holds no client funds and makes no payment, the principal on your side owes the fee and the issuing bank disburses it. What it gives you is evidence.
Circumvention is only inevitable as long as nothing controls the sequence and the money. Once something does, the trap closes.
This article is educational and does not constitute legal advice. Have any NCNDA, IMFPA, or other deal agreement reviewed by qualified counsel in the relevant jurisdiction.