Knowledge Base: Managing your Intelligent Data Room (IDR)

This article includes:

• Overview
• Securing and managing access
• Folder structure
• Additional features and guidelines
• Term sheets
• Uploading and managing files
• Post-round document management
• FAQs

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.

Securing and managing access on FounderCatalyst

The FounderCatalyst intelligent data room enables you to assign varying levels of access based on the needs of the investor. The two levels of access are:

• Entry-Level Access: This only grants investors access to Folder 1: Entry. Use this option if you want them to view the term sheet and other non-confidential documents you choose to upload to that folder. Note: When adding an investor as an Entry, you do not specify an investment amount or number of shares.

• Full Access: This grants investors full access to the data room, allowing them to review all documents, including the Subscription and Shareholders’ Agreement. They will be able to view any sensitive and confidential files you’ve uploaded.

• 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.

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.

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

Folder structure

Your Intelligent Data Room (IDR) includes several folders, each serving a distinct purpose in the fundraising process. Some folders allow custom sub-folder creation to help you organise your documents more effectively.

Example: Entry Level folder with custom sub-folders (e.g., Financial, Contracts, Market Data) Click “Create a new sub-folder” to better structure your documents inside supported folders.

1. Entry level:

✅ You can upload files

✅ You can create sub-folders

Your “Entry level” folder comprises two key elements:

1. your initial term sheet; and
2. your fundraising supporting documentation.

You will find your initial term sheet in your entry level folder, once you have completed the first stage of your journey on our platform and entered both your company information and details about your funding round. The term sheet summarises the basic terms and conditions you are offering to potential investors in exchange for their money, but this ‘initial’ version does not contain a capitalisation table (“cap table”). Don’t worry, once you have decided which investors you want to take through to the enhanced level and the agreed terms, a full term sheet incorporating a cap-table is produced for you. The term sheet is in a format that your investors will expect to see, containing all of the relevant information.

You should also use this folder to upload and manage any company information/documentation in support of your round. This should include, as a minimum, your pitch deck, business plan and a three-year financial model. You also have the option of creating sub-folders to create a more enhanced structure, which could include sub-headings like” financial”, “contracts”, “competitive information” and “market data”, amongst others. You can create as few or as many as you like.

For investors to access your entry level folder, you must give them permission by sending an invite via the platform. Before an investor downloads your documents, they must sign a non-disclosure agreement and a disclaimer as part of their registration and onboarding process.

2. Investment documentation:

❌ You cannot upload files

❌ No sub-folder support

Includes FounderCatalyst 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:

❌ You cannot upload files

❌ No sub-folder support

This folder contains a copy of all the documents for each individual investor, detailing their name, address, the amount they are investing and their proposed shareholding details.

You will be able to view the documents relating to every investor; each investor will only be able to see the documents that relate specifically to itself.

4. Disclosed items:

✅ You can upload files

✅ You can create sub-folders

This folder allows you to upload any information that you may wish to share with/disclose to your chosen investors as part of your warranty and disclosure process. Again, you have the option of creating sub-folders, to create a more enhanced file structure.

This folder can contain more sensitive information, such as anonymised employee and salary details, details of future plans and any other important information you decide will support your round.

For a more detailed explanation, please see our blog Demystifying the warranty and disclosure process.

5. Undisclosed items:

✅ You can upload files

✅ You can create sub-folders

You can upload any content to this folder that you want to share with all investors. Unlike the previous folder however, items in this folder are not considered 'disclosed' for the purpose of your warranty and disclosure process.

6. Agreed form documents:

✅ You can upload files

✅ You can create sub-folders

Documents in the “agreed form” are a standard requirement in early stage investments and are generally required by your investors as a pre-condition to investing.

The agreed form documents relevant to your transaction are:

1. your latest year-end accounts (the “Accounts”), if you have any;
2. your “Business Plan”, if any; and
3. your “Management Accounts”; again, if any.

These documents are defined in clause 1 of your Subscription and Shareholders Agreement. They are referred to throughout that document and it’s vital that everyone agrees which are the definitive versions. By putting the final versions into your “Agreed form documents” folder, this should eliminate the risk of any confusion.

7. Fund documentation:

❌ You cannot upload files

❌ No sub-folder support

This folders just stores the Fund Term Sheet. This special form of Term Sheet will only be made available to individuals invited to your company in the role 'fund'. You can safely ignore this folder if you haven't invited someone with this role.

Intelligent data Room Index Sheet

The Intelligent Data Room index sheet lists all of the documents inside your Intelligent Data Room in excel format, similar to an index inside a book or a site map. You can use this index to locate any information or files. It can be an incredibly useful management tool for you.

Additional features and guidelines

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.

FAQs

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.

Can I move a folder if I’ve added it to the wrong section of the IDR?

No — folders cannot be moved once created. If needed, you’ll need to manually recreate the folder in the correct section and re-upload the files.

A VC wants to see our data room before discussing valuation - what should be do?

The best approach is usually to create a New Terms Round on the platform. Begin by completing Step 1, using the valuation you've calculated to justify the terms. Then, add the VC to the funding round. You can include them as an Entry level, provided the necessary documents have been uploaded to the Entry folder.

Alternatively, you can add your VC contact under the People section and grant them View Only access - this means they can review the old funding round folders.