# Data Room Index: [Company name], [Round name]

> An index for the virtual data room a startup opens for seed or
> Series A due diligence: access rules, a numbered folder structure
> with the documents investors usually ask for at each stage, status
> and owners, what to redact, and the access and question logs.
> Structure follows common venture due-diligence practice. Replace every
> `[bracketed]` value and every row marked *Example*. The example is
> fictional. This is an organising format, not legal advice; ask
> counsel what you may disclose and on what terms.

<!-- Guidance: How to use this template
- Build the room before the first partner meeting. A ready room shortens
  diligence and signals an organised company.
- Use the numbering in section 3 as file and folder prefixes so the
  index and the room stay in step (for example
  "03.02 Monthly management accounts 2026.pdf").
- Share in tiers: a small set after the first meeting, the full room
  only to an investor issuing a term sheet.
- Large investors and acquirers send their own request list; map it to
  this index with `finance/due-diligence-request-list`.
- The example company is Verrowind (fictional), raising a 2,000,000 USD
  seed round.
-->

## Document control

<!-- Guidance: Record who controls access. Only one person should grant or revoke permissions. -->

| Field | Value |
|---|---|
| Document ID | [DR-IDX-NNN] |
| Version | [0.1] |
| Status | [Building / Open / Closed and archived] |
| Owner | [@ceo] |
| Reviewers | [@counsel], [@co-founder] |
| Last updated | YYYY-MM-DD |
| Classification | Confidential |
| Data room platform | [Platform name and link] |
| Room opened / closed | YYYY-MM-DD / YYYY-MM-DD |

### Revision history

| Version | Date | Author | Change |
|---|---|---|---|
| 0.1 | YYYY-MM-DD | [@ceo] | *Example:* Tier 1 folders loaded |
| 0.2 | YYYY-MM-DD | [@ceo] | *Example:* Tier 2 opened to lead investor |

## 1. Access rules

<!-- Guidance: Decide before the first invitation who sees what, whether downloads are allowed, and the confidentiality basis. Many seed investors do not sign NDAs; share accordingly. -->

| Rule | Setting |
|---|---|
| Confidentiality basis | [NDA signed / investor's standard confidentiality / none, share tier 1 only] |
| Tier 1, after first meeting | Items marked tier 1 in section 3 |
| Tier 2, term sheet stage | Items marked tier 1 or 2 |
| Tier 3, confirmatory, lead and counsel only | Employee-level data, customer contracts in full, source code access by arrangement |
| Downloads and printing | [View only / download with watermark] |
| Questions | Through the Q&A log in section 5 only |
| Access review | [Weekly], revoke when an investor passes |

## 2. Personal data and redaction

<!-- Guidance: A data room is a disclosure of personal data when it holds employee or customer details. Share only what diligence needs, aggregate or pseudonymise where possible, and record why each personal-data item is included. -->

Data minimisation: under the GDPR and UK GDPR, personal data must be
adequate, relevant and limited to what is necessary for the purpose
(Article 5(1)(c)); the UK ICO explains the principle at
https://ico.org.uk/for-organisations/uk-gdpr-guidance-and-resources/data-protection-principles/a-guide-to-the-data-protection-principles/data-minimisation/
(checked 2026-10-30). Other jurisdictions have their own rules; ask
counsel.

Redaction checklist:

- [ ] Employee names replaced with role IDs in the salary schedule until
      tier 3
- [ ] Customer names in contracts redacted where the contract requires
      confidentiality, or customer consent obtained
- [ ] No personal identity documents, bank details or health data
- [ ] Passwords, API keys and secrets removed from technical documents
- [ ] Metadata and tracked changes removed from uploaded files

## 3. Folder index

<!-- Guidance: Mark each item with the round stage at which investors usually expect it. "Seed" items are the minimum; "A" items are usually requested at Series A or in confirmatory diligence. Status values: Ready, In progress, Not applicable (with reason). -->

### 01 Corporate

| ID | Document | Stage | Tier | Status | Owner |
|---|---|---|---|---|---|
| 01.01 | Certificate of incorporation and constitutional documents (articles, bylaws) | Seed | 1 | *Example:* Ready | [@counsel] |
| 01.02 | Register of shareholders and directors, company registry extract | Seed | 1 | [ ] | [@counsel] |
| 01.03 | Board and shareholder minutes and written resolutions | A | 2 | [ ] | [@counsel] |
| 01.04 | Group structure chart, subsidiaries | A | 2 | [ ] | [@ceo] |

### 02 Capitalisation and financing

| ID | Document | Stage | Tier | Status | Owner |
|---|---|---|---|---|---|
| 02.01 | Fully diluted cap table | Seed | 1 | *Example:* Ready | [@ceo] |
| 02.02 | Founder share issue and vesting documents, tax elections filed | Seed | 2 | [ ] | [@counsel] |
| 02.03 | Prior SAFEs, convertible notes, side letters | Seed | 2 | [ ] | [@counsel] |
| 02.04 | Option plan, grants register | A | 2 | [ ] | [@ceo] |
| 02.05 | Shareholders' agreement and investor rights | A | 2 | [ ] | [@counsel] |

### 03 Financial

| ID | Document | Stage | Tier | Status | Owner |
|---|---|---|---|---|---|
| 03.01 | Financial projection and assumptions (`startup/financial-projections`) | Seed | 1 | *Example:* Ready | [@ceo] |
| 03.02 | Monthly management accounts, last 12 to 24 months | Seed | 2 | [ ] | [@ceo] |
| 03.03 | Annual statutory accounts and tax returns | A | 2 | [ ] | [Accountant] |
| 03.04 | Bank statements reconciliation, debt and grants | A | 2 | [ ] | [@ceo] |
| 03.05 | Key metrics definitions and history (MRR, churn, CAC) | Seed | 1 | [ ] | [@ceo] |

### 04 Commercial and customers

| ID | Document | Stage | Tier | Status | Owner |
|---|---|---|---|---|---|
| 04.01 | Pitch deck (`startup/pitch-outline`) and market sizing | Seed | 1 | *Example:* Ready | [@ceo] |
| 04.02 | Customer list with revenue, start date, churn (pseudonymised) | Seed | 2 | [ ] | [@ceo] |
| 04.03 | Top customer and partner contracts | A | 3 | [ ] | [@counsel] |
| 04.04 | Pipeline report and pricing | A | 2 | [ ] | [@ceo] |
| 04.05 | Investor updates and board decks sent (`startup/investor-update`, `startup/board-deck`) | Seed | 1 | [ ] | [@ceo] |

### 05 Product and technology

| ID | Document | Stage | Tier | Status | Owner |
|---|---|---|---|---|---|
| 05.01 | Product overview, roadmap | Seed | 1 | [ ] | [@cto] |
| 05.02 | Architecture overview and hosting | A | 2 | [ ] | [@cto] |
| 05.03 | Security practices, incidents, penetration test summary | A | 2 | [ ] | [@cto] |
| 05.04 | Open-source licence inventory | A | 2 | [ ] | [@cto] |

### 06 Intellectual property

| ID | Document | Stage | Tier | Status | Owner |
|---|---|---|---|---|---|
| 06.01 | IP assignments from founders, employees, contractors | Seed | 2 | [ ] | [@counsel] |
| 06.02 | Registered IP: trademarks, domains, patents | Seed | 2 | [ ] | [@counsel] |
| 06.03 | Third-party licences in and out | A | 2 | [ ] | [@counsel] |

### 07 People

| ID | Document | Stage | Tier | Status | Owner |
|---|---|---|---|---|---|
| 07.01 | Organisation chart and hiring plan (`startup/hiring-plan`) | Seed | 1 | [ ] | [@ceo] |
| 07.02 | Salary and equity schedule by role ID | A | 2 | [ ] | [@ceo] |
| 07.03 | Template employment and contractor agreements | A | 2 | [ ] | [@counsel] |
| 07.04 | Named employee data, disputes | A | 3 | [ ] | [@counsel] |

### 08 Legal, regulatory and data protection

| ID | Document | Stage | Tier | Status | Owner |
|---|---|---|---|---|---|
| 08.01 | Terms of service, privacy policy, data processing agreements | Seed | 2 | [ ] | [@counsel] |
| 08.02 | Records of processing, data breaches notified | A | 2 | [ ] | [@counsel] |
| 08.03 | Litigation, claims, regulatory correspondence | A | 2 | [ ] | [@counsel] |
| 08.04 | Licences and permits required for the business | A | 2 | [ ] | [@counsel] |
| 08.05 | Insurance policies | A | 2 | [ ] | [@ceo] |

## 4. Room readiness summary

<!-- Guidance: Count items by status before you invite anyone. Every "Not applicable" needs a reason. -->

| Folder | Items | Ready | In progress | Not applicable |
|---|---|---|---|---|
| 01 to 08 | [Total] | [ ] | [ ] | [ ] |

*Example:* At tier 1 opening, Verrowind had all 9 tier 1 items ready
and 17 of 24 tier 2 items ready; the 2 tier 3 items were prepared
during confirmatory diligence.

## 5. Access and Q&A log

<!-- Guidance: Log every invitation and every question. Answer in writing in the room so all investors at the same tier get the same answer, and link answers to the document that supports them. -->

| Investor ID | Tier | Access granted | Access revoked |
|---|---|---|---|
| INV-001 *(Example)* | 2 | YYYY-MM-DD | n/a |
| INV-007 *(Example)* | 1 | YYYY-MM-DD | YYYY-MM-DD (passed) |

| Q ID | Investor | Question | Answer and document | Owner | Date answered |
|---|---|---|---|---|---|
| Q-001 *(Example)* | INV-001 | How is churn defined? | Monthly logo churn of opening customers, see 03.05 | [@ceo] | YYYY-MM-DD |

Investor IDs match `startup/fundraising-tracker`.

## Standard and licence note

Based on common venture due-diligence practice, with the data
minimisation principle of Article 5(1)(c) GDPR and UK GDPR cited from
the ICO's guidance. All wording and the example are original and
fictional. Check the current law that applies to your disclosures and
ask counsel. This is an organising format, not legal advice. Template
licence: MIT.