1. Data Room Access
Virtual Data Rooms (VDRs) are available to Executive-tier and Institutional-tier members. Each VDR is created by a host member ('Room Owner') and may include invited counterparties ('Guests'). Guests must hold a minimum Associate-tier account with completed KYC/KYB verification. Guest access can be granted on a read-only or read/download basis at the Room Owner's discretion. The Room Owner can revoke any Guest's access at any time without notice.
2. Document Security and Watermarking
All documents uploaded to a VDR are stored encrypted at rest (AES-256) and decrypted only in the browser for authenticated users. Document downloads are automatically watermarked with: the accessing member's full name, date and time of access, and a unique access ID. Watermarks are embedded steganographically in addition to visible overlay. Printing is controlled and logged. Screen-capture blocking is applied where technically feasible.
3. Permitted and Prohibited Uses
VDRs may be used for: due diligence in connection with a genuine transaction listed on the IEC Marketplace; executive briefings; multi-party term sheet negotiations; and regulatory compliance documentation. VDRs may not be used to: store content unrelated to the stated deal purpose; distribute general marketing materials; circumvent the normal marketplace listing process; or process personal data of third parties without a lawful basis. The Room Owner is responsible for ensuring all content complies with applicable law.
4. Audit Trail
Every action within a VDR is recorded in a tamper-proof audit log: document uploads, downloads, views, permission changes, guest invitations, and room closure. The audit log is immutable and retained for 5 years after room closure. The Room Owner and IEC's compliance team may access the full audit log. Individual Guests can access their own activity log. The audit log may be disclosed to competent authorities pursuant to a valid legal order.
5. Room Closure and Data Retention
The Room Owner may close a VDR at any time. Upon closure, Guest access is immediately revoked. Documents within a closed VDR are retained for 90 days, after which they are permanently deleted unless the Room Owner has exported them. The audit log is retained for 5 years regardless of room closure. Members are advised to download and archive required documents before closing a room.
Document versioning and re-acceptance
This document was last updated on Nov 1, 2025. IEC maintains a versioned archive of all prior versions. Where a material change affects the rights or obligations of existing members, affected members are notified by email at least 14 days before the change takes effect. Continued use of the platform after the effective date constitutes acceptance of the updated terms. To request a prior version, contact legal@internationalenergyclub.org.