Nocturne Vault

The per-deal room is the wrong unit

A data room is provisioned when a mandate is signed and torn down when the deal closes. That matches the billing model and nothing else. The documents that went into it — disclosure schedules, code deposit, patent file, board pack — stay sensitive for as long as they remain true, which is usually years after the room has been decommissioned.

The mismatch shows in the category’s own churn figures. Much of what data-room vendors record as churn is not dissatisfaction; it is the transaction ending. Those customers were never going to renew, because what they bought was a three-month object. The renewable base is board governance, audit and repeat acquirers — the buyers whose need did not stop when the deal did.

Vault treats a room as a cheap, permanent object: one for a transaction, one for a supplier under NDA, one for a diligence request that lasted a fortnight, one for the board. Rooms cost nothing to create and nothing to keep, so what ends at completion is the access rather than the room. The difference arrives eighteen months later, when a regulator, a claimant or your own auditor asks a question and the trail is still there — instead of a support ticket asking a vendor whether the archive was kept, and in what format.

That timing is the whole argument. The FCA’s Primary Market Bulletin 54, in March 2025, set the expectation that a leak investigation is conducted quickly by independent experts, with working papers retained and produced on request. Quickly is not a word that survives an archive restore.

What a browser viewer enforces, and what it does not

The recurring failure of enterprise DRM is the agent on the recipient’s device. Outside counsel will not install it. A bidder’s analyst cannot install it. A supplier’s engineer has a locked machine and a helpdesk three time zones away. The control fails at exactly the third-party boundary it was bought to protect, and the renewal conversation becomes “we never really rolled it out”.

Vault enforces in the browser. A document is rendered server-side into the viewer: the file is not delivered and then policed, it is not delivered. No plugin, no Reader integration key, no certified-mode exception to argue through somebody else’s security team. Browser-native enforcement is where this part of the market is heading — Vitrium’s web viewer and FileOpen’s browser work, as their published materials read in September 2026 — and the coverage is narrow, which is why we built on it rather than beside it.

What that enforces:

• Who. Whether this identity, with these attributes, may open this document at all, resolved at the moment of the request.
• For how long. Grant and room expiry, applied to sessions already running at the next page request rather than at the next sign-in.
• What leaves. Whether printing is permitted, whether an original may be downloaded at all, and what the page shows while it is read.

What it does not enforce is anything on the far side of the glass. A phone camera is outside the system, and so, largely, is a determined screen capture on a laptop you do not manage. We say so plainly because the alternative costs more: buyers who purchase on an implied promise, leak through a camera and conclude the category does not work churn to nothing rather than to a competitor. The honest next question is attribution, and attribution after the fact is Nocturne Trace rather than this.

Policy written against attributes, not against names

Ask a data-room administrator what the access policy is and you will usually be handed a permission grid: names down one side, folders across the top, ticks in the middle. It is entirely accurate on the day it is made. Then somebody moves teams, a firm is replaced, a second bidder enters and the first is narrowed to a subset of the commercial schedules. Each of those is a manual edit against a list, made under deadline by whoever is nearest, and the errors are silent in both directions: access that should have ended does not, and access that should have been granted is not, which at least produces a phone call.

This is a named cause of death in the category rather than a theoretical worry. Products binding policy to named users and groups instead of attributes generate sprawl and manual upkeep as the organisation changes, and the upkeep inflates running cost past whatever business case bought them.

A Vault policy is an expression over attributes: role on the deal, counterparty, clearance level, employing entity, jurisdiction. “Counsel to the buyer, cleared for commercial terms, not resident in the United States” is a sentence, and it is also the enforcement. When the attributes change — in your directory, in the counterparty register — the answer changes with them at the next request. Named grants still exist, because reality includes one person who needs one document for one afternoon, but they carry a mandatory expiry and are recorded as exceptions rather than as policy. Vault counts the grants still standing whose subject no longer satisfies the clause that produced them, and hands you that list rather than assuming it is empty.

There is an evidentiary side to this. In May 2026 US prosecutors charged thirty people over the exploitation of confidential M&A access, including lawyers — one alleged to have viewed confidential material through his own firm’s document management system while on leave. “They still had access because nobody removed it” is not a position anyone wants to defend. Attribute policy removes access because the attribute changed, which is a fact about your directory rather than a fact about somebody’s memory.

What happens when the deal ends

Close-out is where the per-deal model is least honest, and where the unpleasant surprises live: archive fees, export formats that are not quite the thing you had, retention periods that turn out to be a clause in a contract signed nine months earlier by somebody who has since left.

The access ends, the room does not. Grants derived from the deal attribute lapse together, because the attribute is what they were written against. The documents stay. The trail stays complete and append-only.

The export is complete. Documents, every revision, the full activity trail, the policy history, and the record of who accepted which version of which terms — in a documented format that reimports into a clean instance. Not a professional-services engagement, and not priced as one.

Retention is yours. Set it per room. Vault deletes on the schedule you gave it and records that it did. It will not quietly extend retention because storage is cheap, or quietly shorten it because a plan changed underneath you.

The clocks are why this matters. DORA has applied to EU financial entities since 17 January 2025, and 2026 is its first real supervisory cycle; its threat-led penetration testing runs on a three-year cycle. NIS2 applied from 18 October 2024, and its compliance calendar reaches its October 2026 milestone — the implementing regulation for sectoral requirements applies from 17 October 2026 — with the 24-hour early warning, the 72-hour report and the final report inside a month already standing duties. Under the Market Abuse Regulation as amended by the Listing Act, in force since 5 June 2026, only the final event in a protracted process is disclosed, but the intermediate steps remain inside information — so insider lists and leak response stay live throughout. Every one of those clocks starts before anyone has time to request a restore.

Formats that are not PDF

This market is PDF-shaped. As at September 2026, Intralinks’ published rights management covers PDF and Office; FileOpen lists CAD on a roadmap rather than in a release. Microsoft’s dynamic watermarking reached general availability for Word, Excel and PowerPoint, and PDF support is not officially documented — an odd place for the industry’s default answer to be standing. Seclore is the honourable exception, with real neutral CAD coverage and the procurement profile to match.

Meanwhile the diligence that actually turns on non-PDF material keeps growing. Manufacturing and semiconductor transactions disclose drawings. IP licensing discloses drawings. A supplier qualification pack is drawings with a covering letter. Those buyers are asked to accept the document security of a market that never had them in mind, and the usual workaround — flatten the model to PDF — destroys the thing the counterparty came to inspect.

Vault renders neutral CAD in the same browser viewer as everything else: STEP, IGES, JT, DWG and DXF, under the same attribute policy, with the same session overlay and the same activity trail as a share purchase agreement. Office documents and common image formats likewise. A room does not change behaviour according to what you put in it, which is the property that makes a policy reviewable in the first place.

Two caveats we would rather state than have discovered. We render for review and not for engineering work: a viewer is not a CAD seat, and controlled distribution does not make it one. And a visible overlay on a rotatable 3D view is weaker deterrence than on a page of text, because the reader chooses the frame they photograph.

What the largest deployments oblige us to

The top tier is not a bigger licence. The software is the same software; the policy engine, the viewer and the trail do not improve because the contract is larger. What changes is what we are obliged to, in writing, in the words below — and the composition of those obligations is the whole reason a deployment of this kind costs what it costs. Where an obligation belongs to the platform rather than to this product, it says so. A shared promise billed three times is a shared promise billed twice too often, and a procurement reviewer who spots one is entitled to stop reading.

Named engineers, and a fifteen-minute clock. A named engineer in the Americas, in EMEA and in APAC — known to you by name, reachable on a published telephone line rather than a web form. Fifteen minutes to a first substantive response on a business-stopping incident, 24 hours a day, every day of the year; escalation to a named incident manager at sixty minutes; a quarterly review at which you may refuse any of them. This obligation has a market price and it is published: Salesforce sells a fifteen-minute Severity 1 response only in Signature, on top of a mandatory Premier tier, and the UK government catalogue prints the ladder at £149,100 to £663,075 a year for a single Org. The rota is shared across Nocturne — one duty line covers Vault, Trace and Entropy, and we allocate it across the three rather than charging each of them for a whole one.

Service credits that accrue without you asking. 25% of the monthly fee for every hour of unplanned unavailability, calculated from our own monitoring and applied to the next invoice without a claim; not your sole and exclusive remedy, and not subject to an aggregate ceiling. Each of those three is a departure from the norm, which is why credits usually go unclaimed: Cloudflare’s enterprise SLA states both the six-month aggregate cap and the sole-remedy clause in terms, AWS requires a claim by the end of the second billing cycle, and a review sample found 60% to 80% of earned credits were never requested because the process was manual. Now the part we would rather say than have put to us: a credit is measured against what you pay us and never against what the outage cost you. Uptime Institute found 57% of respondents priced their last major outage above USD 100,000, and one in five above USD 1 million. Against those numbers a service credit is a signal of seriousness, not a remedy, and you should read it as one. The rate and the absence of a cap are published here; what counts as unplanned and where the hour starts are defined in the contract — a credit whose trigger only we could read would be the old trick in new clothes.

A 3x cap where confidentiality is the product. General liability stays at one year’s fees. Confidentiality, data security, privacy and infringement of a third party’s IP move to three times, and your documents sit outside the general cap in terms rather than being quietly returned to it by a carve-back. Against the market that is rare rather than generous: Common Paper’s 2026 benchmark, across 16,140 signed agreements from 2,223 companies, finds 99% carry a multiplier and 96% set it at 1x. And the honest qualification — a cap is a number in a contract, not insurance. It costs us nothing at all until there is a claim, and a buyer reading it as cover has misread it.

The trail, as evidence, on your regulator’s clock. Append-only is a property of the product and belongs in the capabilities above, not here. What the top tier adds is that we stand behind it: a named window in which we answer your supervisor’s questions about it, attendance at your audits, and an expert witness available to explain how the trail is written and why no operation exists to edit it, including for us. What that is worth is visible in the one place a regulator publishes its arithmetic. The ICO’s penalty on British Airways was £20 million against a £183 million notice of intent, and the published calculation credits a 20% mitigation reduction for co-operation, prompt notification and the evidence produced. The trap inside that figure, before somebody else finds it: the 20% was applied to the ICO’s starting-point penalty of £30 million, not to the headline, and most of the fall happened before mitigation was scored at all.

Deployment inside your perimeter, including with the cable pulled out. Air-gapped operation as a delivery obligation rather than a supported configuration: a separate release train, updates shipped offline with a signed integrity manifest you can verify independently of us, telemetry that never leaves your perimeter in any form, and diagnosis performed against offline dumps because there is no other way to do it. The nearest published price for the posture itself is Google’s air-gapped Distributed Cloud at USD 300,000 a month, on a system that can run on as few as four racks; Azure prices the government-perimeter premium openly at roughly 25%, $6.06 against $4.85 an hour for Dedicated HSM. Where you also run Trace or Entropy, this is one release train for the Nocturne platform, not three. The second and third deployments cost us environments rather than a programme, and they are priced that way.

An attestation on the model question, renewed annually. Vault does not put document content through a model unless you switch it on for a named room. At the top tier that stops being a setting and becomes a deliverable: an annual attestation by an independent auditor that no content was used to train anything — ours, a sub-processor’s or an upstream provider’s — and an undertaking not to introduce model processing by update without your written consent. What we will not do is dress a promise not to build something as a warranty and put a reserve behind it. A vendor warranting that it will never ship a feature it has never built is selling you its own intentions. The attestation is the part that costs real money and the only part you can check.

The DORA paperwork as standard, not as a negotiated annex. A register-of-information feed we emit in the ESAs’ xBRL-CSV taxonomy rather than a template you populate; unrestricted rights of access, inspection and audit for you, your representative, your competent authority and a Lead Overseer, with copying on site; contracted participation in your threat-led penetration testing on the Article 26 three-year cycle; tested continuity plans with the evidence of the exercises attached. This is a property of the vendor, not a line against this product. The feed is emitted once and covers everything you buy from us. If it appears twice on a quotation, you have been charged twice for one taxonomy, and you should say so.

Escrow, verified, and counted once. Source deposited with a named agent, verified annually at Independent Build & Replicate level with the report handed to you, and release triggers drafted by your counsel rather than ours: insolvency, cessation of support, a security fix missed inside the agreed window, acquisition by a named competitor. Alongside it, a documented versioned export format with a path that opens your archive without us, tested every year — for Vault that includes the neutral CAD formats as a contractual obligation rather than a described feature. Escrow is a portfolio property too. The agreement layer is small and published — EscrowTech charges $1,595 a year per beneficiary plus $995 once, Codekeeper $139 a month per application on annual terms plus $249 to set up — and a single verified deposit covers everything of ours that you run. An escrow line charged per product is one deposit billed nine times.

Fixed for the term. No annual uplift, no CPI index, no true-up against actual volume, no charge for an additional deployment — and, symmetrically, no clause preventing the figure from falling when your perimeter shrinks. The norm we are declining is 5% to 8% a year. Microsoft raised E5 from $57.00 to $60.00 with effect from 1 July 2026 and withdrew the EA volume discount levels B to D in November 2025, so a hundred thousand seats no longer earn an automatic discount from the largest vendor in this market.

Two things are deliberately absent from that list. Server-side rendering, the append-only trail and keeping the viewer working on the browsers your counterparties actually have are not obligations we bill for: they are what the product is, and a vendor charging separately for its own regression discipline is charging you for its QA. And none of the above is worth buying unless you clear one of the thresholds in the fact strip — a million documents past your perimeter in a year, revenue above USD 50 billion, or residency requirements in ten or more jurisdictions. Below all three, the ordinary self-hosted deployment does the same job and this tier is dead weight. We will say so before you ask.

How it is priced, and why

One documented case should settle the shape of the problem. A quote of roughly $3,800 became an invoice of roughly $38,168, through storage overage, deal extensions and add-ons. That is a factor of ten, and it is less an outlier than the mechanism working as intended. Hidden fees adding twenty to fifty per cent over a quoted figure are unremarkable here.

The structure that produces it is per-page billing. Around $0.60 per page uploaded is a commonly cited rate, with re-uploads counted again, scans and images counted as “special media”, and extensions billed against a quote written on a three-month assumption. Deals now run about 8.6 months on average. You are quoted for three and you pay for nine, and the difference lands at the point in the process where nobody has attention to spare for arguing about it.

Vault’s unit is one deployment for the organisation. Pages are not counted, re-uploads are not counted, gigabytes are not counted, external viewers are not counted, and extensions do not exist as a billing concept because nothing was scheduled to expire commercially. What an unmetered price buys is the ability to do the safe thing without a budget conversation: open a room for a small supplier exchange, keep a closed room for its full retention period, re-upload a corrected schedule four times in a week. A metered model taxes each of those quietly, and the tax is paid in people deciding to use email instead.

What this page no longer does is print a figure, and the reason is not coyness. An individual, a thirty-person firm and a global bank running this across ten jurisdictions pay amounts two orders of magnitude apart. One number on a web page is a lie at one end of that distribution and an insult at the other. So we publish the unit, the list of what is never metered and the threshold at which the obligation tier starts to make sense, and we leave the figure to the conversation. Roughly half this market declines to publish anything at all; on the figure we are now in that half, on the unit and the meter we are not, and the second half is the part a buyer can actually use.

The harder admission belongs here rather than in a meeting, because a procurement reviewer reaches it within the hour. No published price exists anywhere in this category at the level the largest deployments are contracted at. Vendr’s marketplace data puts the median Intralinks deal at $13,950 a year and Datasite at $25,555; the highest figure observed anywhere in the category is $150,803. Nothing in document security publishes an order of magnitude above that, and we will not pretend a rate card exists where there is none. A top-tier Vault contract is priced on the obligations in the section above and on what your document estate is worth to you. If those obligations are not worth it, no arithmetic rescues the conversation, and both of us would rather find that out early.

What does establish that the category is bought at this level is federal and checkable by anyone. Box Enterprise Plus cost NASA $2,886,240.00 for exactly one year under PIID 80TECH25FA055, and the US Forest Service $3,427,900.00 for exactly one year under 12760426F0005 — for controlled document distribution with no server-side rendering, no attribute-based policy, no neutral CAD and no append-only trail. Microsoft Purview Suite at $12.00 per user per month is $14,400,000 a year across a hundred thousand staff, in someone else’s cloud. Now the distinction we will draw against ourselves, because it is the one that matters: those contracts prove what the category costs. They do not prove that we are paid at that level, and as things stand we could not win either of them. Hlebourg is a UAE company; the UAE is not a Trade Agreements Act designated country; the WTO GPA threshold is $174,000, which a contract of that size clears sixteen times over. US federal work of this shape is largely closed to us until there is a US entity and a documented country of origin. We would rather write that here than have it read back to us in a review.

One more thing we would rather volunteer than be caught holding. Our own research carries an unreconciled hundredfold disagreement about how many documents an organisation of this kind actually pushes past its perimeter in a year: the working figure behind Vault and the one behind Trace differ by two orders of magnitude for the same named buyer. We have not resolved it. The consequence for you is a rule rather than an excuse — the estate is measured at your end, on your systems, before anybody names a number, and never reconstructed afterwards from a total somebody wanted to reach. A volume nobody measured is a volume that moves the first time somebody does.

We are also not the cheapest option and will not pretend to be. The open-source floor of this category sits near €99 a month, and for a single fundraise it may well be the right answer.

The same reasoning governs the AI question. Vault does not run document content through a model unless you switch it on for a specific room, and the no-training clause covers sub-processors and upstream model providers rather than only us. Reviewers have started treating an assistant with reach across every diligence document as an exposure in its own right, and they are correct. Off by default is not a shortcoming we are apologising for; it is the answer to the question your security review will ask anyway.