Knowledge Base: Managing Your Intelligent Data Room (IDR)

This article includes:

• Overview
• Folder Structure
• Additional Features and Guidelines
• Term Sheets
• Uploading and Managing Files
• Post-Round Document Management
• FAQ's

Overview

The Intelligent Data Room (IDR) is a secure platform designed to facilitate the fundraising process by organising and storing essential documents. This guide will help you navigate and manage your IDR effectively.

Folder Structure

1. Entry level: only invited investors can view the documents. They must sign an NDA before downloading anything. Here, you can upload documents that you’d want all investors to see - could be your Pitch Deck, Profit & Loss sheet, or Business Plan.

2. Investment documentation: includes Founder Catalyst produced documents, so you can't upload anything here. It will contain items such as your Subscription and Shareholders Agreement, Articles of Association, Board Minutes, IP Assignment, Founder Service Agreement, Disclosure Letter - and these will be identical for all investors. For more details on what these files mean, read this article.

3. Investor-specific documentation: investors can only view files specific to themselves. These will be items such as Shareholder Resolutions and investor-specific Term Sheets. Again, you cannot upload files to this folder.

4. Disclosed items: will display documents for chosen investors during the Warranty and Disclosure process. It could also include sensitive information like anonymised employee details, future plans etc. If your funding round is closing and you want just your chosen investors to see items such as your Pitch Deck, Profit & Loss, and Business Plan, use this folder.

5. Undisclosed items: the documents will be visible to all non-entry level investors. You can upload anything you want here.

6. Agreed form documents: will contain items that all investors will want to see as a precondition to investing. This could include your accounts and management accounts. Anything agreed upon by all investors and yourself should be placed here as a definitive file.

7. Fund documentation: only relevant to funds investing.

Additional Features and Guidelines

Viewing Permissions

• Advisor or Accountant Access: To allow an advisor or accountant to view your IDR, go to the People menu, select "Add New User", enter their role, name, and email address, and send them an invite.

• Moving Investors to Full Access: To move an investor from "Entry Level" to enhanced access, click "Edit" on their row in the "Invited" screen, fill in the investment amount, and click "Save". Investors will require enhanced access to view folders 2, 3, 4, 5 and 6.

• Cap Table: All investors can see the pending Cap Table. They will want to review it before investing as it impacts dilution.

Term Sheets

• The term sheet is created as part of the funding round process. However, you don't need to actually pay for the round until after that point. If you click the "Start initial funding round" button you can proceed to define a round. As the text below that button says "You don't have to pay now, you can try out the whole process and view watermarked samples before deciding to commit". When you get far enough in the process i.e. your round is defined and you’ve invited an investor, you'll see all the documents, including your term sheet, in your Intelligent Data Room (IDR). Click Here to access our Free Resources.

• Amendments: To make changes to your Term Sheet, head to Step 1 of your Funding Round tab and edit the selections there. Many of the changes made here will update the Term Sheet.

• We don't up-issue the Term Sheet: We mimic how Term Sheets are used in the real world: once your investors have signed the term sheet, we will not 'up-issue' the term sheet with every change made to the funding round from there. To do so would require investors to potentially sign dozens of iterations of the Term Sheet with every change. Instead, the Term Sheet remains signed 'as is' and your investors should refer to the proposed superseding legals (such as the Subscription and Shareholders' Agreement and Articles of Association) to identify any changes - they can also see the details of the captable.

• See this Article on Toxic Term Sheets to learn what to avoid.

Uploading and Managing Files

• Large File Handling: We aim to keep our costs low and large amounts of uploaded videos would dramatically increase our storage and transfer hosting costs. For videos exceeding the 10MB limit, upload them to YouTube as an ‘Unlisted video’, then share the URL with your investors.

• Adding Files: You can only upload files in folders 1, 4, 5 and 6. You can upload files by dragging and dropping into the grey box displayed. Removing Files: To remove a file, click on the chosen file, then click "Delete this File". This is only possible for files you have uploaded.

• File Format: Most files should be uploaded in PDF form, except your Forecast.

Post-Round Document Management

• Uploading After Closure: Once your funding round is closed, the data room for that round is also closed. You can't add files to a closed IDR as it's intended for use only during the fundraising process. There is a "Company General Information" folder that you can use if needed, once the round is closed.

FAQ's

Can potential investors looking through the data room, before they invest, see other potential investors?

Yes, each investor appears in the CapTable and the investment documents.

Captable - it is very standard for CapTables to be open (not least because details are published openly on Companies House anyway). If investors want to be secret then they should use an SPV.

Documents - the draft documents contain the names of other potential investors, specifically the Term Sheet and Subscription and Shareholders agreements list all current and proposed investors in a round

I see documents in my IDR that need my signature, but I can’t figure out how to sign them. What should I do?

You don’t need to sign these documents just yet, the documents have been generated and will remain in the IDR with a greyed-out 0% next to each title and the line "waiting for signatures from"; there is no need to panic - they’ll be ready for signing once you close the funding round.

I have an encrypted lease document that is too large to upload to our data room. I cannot compress it due to the encryption. How can I include it in the data room?

Unfortunately, our underlying storage provider enforces a per-file size limit that cannot be adjusted. We recommend creating a disclosure for this warranty within the platform and providing access to the document off-platform, such as via a secure external link or alternative method.