Commercial due diligence for startups.
Commercial due diligence tests whether customers want the product, will keep paying and whether the market is big enough for the plan. Expect customer reference calls, pipeline and win-loss review, pricing analysis and market sizing checks, and prepare customer-level data, sales process records and a fair view of competitors.
Commercial due diligence room
- 01 Market
- 02 Customers
- 03 Bookings and revenue
- 04 Pipeline
- 05 Win-loss
- 06 Pricing
- 07 Usage and retention
How it works for a startup.
At Series A and beyond, the investor's team calls customers, often some you did not suggest, and compares what they hear with your pitch. Growth funds and private equity buyers sometimes hire a consulting firm to run surveys and interviews. In an acquisition, the strategic buyer's own sales leaders look at your pipeline and pricing to judge how the products fit together.
The useful evidence is granular: bookings by customer and month, pipeline by stage with dates, win and loss reasons, discounting by deal, usage data and support tickets. A market size slide matters less than proof that a defined customer group buys repeatedly at a stable price.
Customer names and contract values are sensitive and sometimes covered by confidentiality clauses. Many startups share anonymised customer-level data first and reveal names, and arrange reference calls, only after a term sheet.
Top 10 data rooms for this job.
Our five measures, re-weighted for commercial due diligence. Places 11 to 17 are listed below the cards.
- Setup speed 20%
- Investor experience 21%
- Access control 22%
- Diligence tools 19%
- Startup pricing 18%
- 1 9.4/10First-rate
- $149 monthly
- 14-day free trial
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2 (hosting)
- 2 8.3/10Strong pick
- Quote only
- Free trial offered
- 9/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 3 8.1/10Strong pick
- Quote only
- Demo, no trial
- 10/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 4 8.1/10Strong pick
- $250 monthly
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2
- 5 8.0/10Strong pick
- Quote only
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 6 8.0/10Strong pick
- Quote only
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 7 7.8/10Strong pick
- $55 monthly
- Free trial offered
- 9/12 feature checks
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- HIPAA
- 8 7.7/10Good option
- $299 monthly
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- 9 7.7/10Good option
- Quote only
- Demo, no trial
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 10 7.5/10Good option
- Quote only
- Demo, no trial
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
Show places 11 to 17
- DealRoom 7.5
- SmartRoom 7.4
- Onehub 7.2
- ShareVault 7.0
- Digify 6.9
- DocSend 6.8
- Venue by DFIN 6.5
Folder index.
A starting structure for this room. Rename folders to fit your company and keep the numbers.
Market sizing method and sources, segment definitions, target customer profile.
Customer list (anonymised at first), logos you may disclose, segment and size of each.
Bookings and revenue by customer and month, expansion and contraction.
CRM export by stage, close dates, conversion rates, average sales cycle.
Win and loss reasons, competitor encountered, deal notes.
Price list, discount policy, actual discounts by deal, pricing changes over time.
Product usage by account, cohort retention, churn reasons.
Sales team structure, quota attainment, marketing spend by channel, CAC.
Competitor overview, positioning, recent losses and wins against each.
Agreed reference customers, contact rules, notes from calls already held.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | Investor Q&A | In-app redaction | Viewer activity log | Dynamic watermarks |
|---|---|---|---|---|
| Ellty | ||||
| iDeals | ||||
| Datasite | ||||
| SecureDocs | ||||
| Firmex | ||||
| Ansarada | ||||
| Citrix ShareFile | ||||
| CapLinked | ||||
| Drooms | ||||
| Intralinks |
- Investor Q&A
- Funds and buyers ask questions against a file; you assign, answer and publish replies, and the thread stays on record.
- In-app redaction
- Blacks out salaries, customer names or personal data inside the platform without keeping a second copy.
- Viewer activity log
- Shows which investor opened which file, for how long and when, and exports the record.
- Dynamic watermarks
- Stamps the viewer email and the time across every page, so a forwarded screenshot points back to its source.
Set up the room in 6 steps.
- 1
Export customer-level data
Pull bookings, revenue and usage by account from your systems rather than building summaries by hand.
- 2
Anonymise for the first pass
Replace names with IDs and segments in the first version. Keep a key that you can release later.
- 3
Clean the CRM
Close out dead deals and correct stages before exporting the pipeline. A stale CRM makes the forecast look inflated.
- 4
Line up references
Ask a handful of customers in advance and tell them who may call. Note any customer who should not be contacted.
- 5
Write the competition page
Name real competitors and where you lose to them. Reviewers trust a fair page more than a chart where you win everywhere.
- 6
Track what is read
Use view analytics on pipeline and pricing files to see which questions are coming before they are asked.
Common mistakes.
- A top-down market size with no link to the customers actually buying.
- Pipeline full of stale deals that have not moved in months.
- Sharing named customer contracts before confidentiality terms allow it.
- Reference customers who were not warned and are surprised by the call.