Counterparty portal
What this page is — the deal room the other side of a negotiation gets for one document, and what each of their actions does on your side.
What it is for — so the other side can comment, propose wording, send back and accept in one place, with every action recorded on your document.
The problem it solves — proposals made in email threads get lost, and nobody can tell which attachment was the latest position.
Route: /papers/portal/<token> · Permission: none for the counterparty — the invitation is the
credential. Sending one needs Manage counterparty access and redlines.
1. What it is
A portal link is a signed token for one party on one document. The link opens the document with a discussion panel next to it. Every action in that panel writes to the document itself, not to an email thread.
| Counterparty portal | Share link | Customer portal | |
|---|---|---|---|
| Scope | One document, one party | One document | Every document the customer is party to |
| Needs an account | No | No | Yes, a customer sign-in |
| Can respond | Comment, suggest, send back, accept | No | The same actions, plus sign inline |
| Expires | After the days you chose (30 by default) | After the days you chose | While enrolment is active |
2. Why you would use it
- Positions stop getting lost in threads. Each suggestion is attached to the document with its proposed wording, so "what did they ask for in round two?" has an answer.
- The version of record is never in doubt. Every send-back creates a numbered counterparty round version, so nobody argues about which attachment was the latest.
- Protected wording stays protected. Accepting a suggestion on a locked or do-not-alter clause sends the document back for internal approval automatically (see §5).
- Less friction for the other side. No account and nothing to install means fewer "I couldn't open it" delays.
3. What the counterparty can do
| Action | Their input | What happens on your side |
|---|---|---|
| Comment | Text | A comment appears on the document |
| Suggest an edit | The fields in §4 | A redline appears in the Suggestions card, awaiting review |
| Send back with changes | Optional message to the sender | A counterparty_round version is minted, the document moves to negotiation, and the owner is notified |
| Accept this document? | Confirmation | The document moves on to signing, and the owner is notified |
After accepting, the counterparty sees "Document accepted — the sender has been notified". After sending back, they see "Document sent back with your changes".
When the panel is read-only
Actions are accepted only while the document is in sent_to_counterparty, negotiation or out_for_signature. In any other state the document still opens, but every action is refused with "This document is not currently open for counterparty actions." That is the portal saying it is your turn, not that the link is broken.
4. Field reference — Suggest an edit
| Field | Required | Purpose |
|---|---|---|
| Where in the document? | Optional | Anchors the suggestion to a block. Needed for the protected-clause check in §5 |
| Current text | Optional | The words being replaced, shown as from |
| Proposed text | Yes | The replacement, shown as to. Empty gives "Proposed text is required" |
| Why this change? | Optional | The reasoning your reviewer reads first |
Rate limits protect the public endpoints: opening the portal is capped at 60 requests a minute, and comments or suggestions at 20.
5. What each action changes internally
Three details matter:
- Accepting a suggestion does not rewrite the document. It marks the suggestion accepted and mints a new draft version. The author then makes the edit, so the wording that lands is always a person's.
- The state moves use the type's own lifecycle. If the type defines a
redlineoraccepttransition from the current state, that transition's target wins. Otherwise the fallbacks are negotiation and out_for_signature. Counterparty moves are recorded as they happen, without waiting on approvals. - Redactions are applied on the way out. The counterparty sees the render with the document's external and counterparty redactions applied. If those redactions cannot be read, the document is withheld rather than shown unredacted. Each redacted view is logged.
6. Worked example
Gatiro sends NDA — Acme Corp to Jane Cooper at Acme, with a 30-day link.
- Jane opens the link. The notice says the document is open to her.
- She clicks Suggest an edit. Where: Clause 7 — Term. Current text: three (3) years. Proposed text: two (2) years. Why: Our policy caps NDAs at 24 months.
- She comments on clause 4: Please confirm "affiliates" excludes portfolio companies.
- She clicks Send back with changes with the message Two points, otherwise fine. Gatiro's document now has version counterparty round 1, its state is negotiation, and the owner receives the round notification.
- The owner accepts the clause 7 suggestion. Clause 7 is a locked library clause, so the document flips back to pending approval. Legal must approve the shorter term before the NDA can go out again.
- After approval, the owner resends. Jane clicks Accept this document?, and the NDA moves to out for signature.
7. The admin contract
| What must be configured | Otherwise |
|---|---|
| Allows counterparty on the type (off by default) | No counterparty can be added |
| A party with role Counterparty or Counterparty signer, with an email | "party is not a counterparty" / "party has no email address" |
A lifecycle with the three open states, or transitions named send, redline, accept | The portal is read-only in your states, or the fallback states are used |
| Clauses marked locked or do not alter in the clause library | Accepted suggestions never trigger re-approval |
| Redaction layers for external audiences, where needed | The counterparty sees the full text |
8. Downstream
- Each round adds a version you can compare with the one before.
- Negotiation summary and negotiation analytics read the rounds and suggestions.
- AI capabilities configured to auto-run on round start by themselves after each send-back.
- Portal invites appear in the document's distribution list, each with its expiry and status.
9. Don't confuse this with…
| Share links | Read-only delivery. The portal invites a response |
| The signing page | Where signing happens, after acceptance |
| Customer portal | Signed-in, and covers every document the customer is party to |
10. Troubleshooting
| Symptom | Cause |
|---|---|
| This link is no longer available | The link expired, access was revoked, or the party was removed |
| "…not currently open for counterparty actions" | The document's state is not one of the three open states — it is with you |
| Parts of the text are blacked out | A redaction layer for external readers applies |
| Accepting a small suggestion sent the document to approval | It touched a locked or do-not-alter clause (§5) |
| The accepted suggestion's wording is not in the document | Expected — the author applies it by hand |