Skip to content
Woodfine Capital Projects

Last updated · 10f9b105 · Español

Technology Services Agreement

PointSav Digital Systems provides technology services to MCorp under a contractual services agreement implementing the vendor-customer model. The agreement defines the scope of PointSav's engagement, the data obligations PointSav holds toward WMC, and the boundaries that prevent the technology services relationship from crossing into investment management or fiduciary advisory functions. PointSav's obligations operate alongside the Fiduciary Data Mandate under which WMC retains custody of all ledger data.

Key takeaways

  • PointSav is a contracted technology vendor, not a partner, co-manager, or advisor; it does not hold equity in WMC-managed properties or receive a share of investment returns.
  • WMC retains legal custody of all ledger data; PointSav is contractually obligated to deliver a complete data export on request and to destroy data on WMC's instruction at agreement termination.
  • Investment advice, investor onboarding, regulatory compliance, and all fiduciary functions are explicitly outside PointSav's engagement scope and belong solely to WMC.

Agreement structure

The services agreement establishes PointSav as a contracted technology vendor — not a partner, not a co-manager, and not an advisor on investment or fiduciary matters. PointSav delivers defined services; WMC directs those services and retains all data custody, investment decision authority, and investor relationship responsibility.

PointSav does not hold equity in any WMC-managed property under the agreement. PointSav does not receive a share of investment returns. Compensation is structured as a technology services fee, not as a carried interest or performance allocation.

Service scope

The agreement covers:

  • Platform development and software maintenance for the property ledger infrastructure and investor portal
  • Server infrastructure and private key management for ledger operations
  • Data export and portability services on WMC's request
  • Security monitoring and system integrity functions
  • Operational system support and incident response

Services outside this scope — investment advice, investor onboarding, regulatory compliance advice, fiduciary representation, and investor communications — are explicitly excluded from PointSav's engagement.

Data obligations

The agreement requires PointSav to maintain ledger data in formats accessible to WMC, to deliver a complete data export on request, and to destroy data pursuant to WMC's instructions at agreement termination. These obligations ensure that WMC's data custody rights are not dependent on the continuation of any specific technology services relationship.

PointSav does not transfer, sell, or independently use WMC-custodied data. All data processed under the agreement remains under WMC's legal custody.

Exclusions

PointSav does not provide:

  • Investment advice or recommendations on asset acquisition, disposition, or financing
  • Investor onboarding or investor suitability determinations
  • Regulatory compliance advice or fiduciary services
  • Representation of WMC to the OSC or any other regulatory body
  • Investor communications or reporting to security holders

These functions belong to WMC. Inquiries from investors about the platform or the ledger infrastructure are referred to WMC as the responsible fiduciary.

Separation of failure modes

The services agreement is structured so that an operational disruption at PointSav does not affect WMC's legal title to assets, and a financial event at WMC does not terminate PointSav's obligations to maintain data integrity and platform availability. Neither party's operational difficulties automatically impair the other's core function. This separation is the practical expression of the vendor-customer model at the contractual level.

The bottom line

The technology services agreement keeps PointSav's role strictly operational and technical, with no discretion over data, no investor-facing functions, and no participation in investment returns. WMC directs the platform and retains portable custody of all data, so WMC's operational control over the ledger is not contingent on any specific technology relationship. The agreement is structured so that an operational disruption at either party does not automatically impair the other's core function.

See also

  • Vendor-Customer Model — the structural separation between PointSav and WMC that the services agreement reflects
  • Data Governance — WMC's data custody framework that governs PointSav's obligations under the agreement
  • Property Ledger Technology — the technical infrastructure PointSav maintains under the agreement

Copyright © 2026 Woodfine Capital Projects Inc. Licensed under Creative Commons Attribution-NoDerivatives 4.0 International.

Important Information

Important Information

Securities offering. Woodfine Capital Projects Inc. ("Woodfine") sponsors real-property direct-hold solutions. Interests in those solutions are offered only to investors who qualify under an applicable prospectus exemption — including the accredited-investor exemption under National Instrument 45-106 — Prospectus Exemptions, and equivalent exemptions in other applicable jurisdictions. Content on this wiki is provided for general informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. Any offering is made exclusively by means of the applicable Private Placement Memorandum, which prospective investors should review, together with their own professional advisors, before investing.

Scope. This wiki describes Woodfine's research methodology, geographic data platform, and related activities at a high level and is qualified in its entirety by the applicable Private Placement Memorandum and the governing documents of the relevant issuer.

Risk. Investment in real-property direct-hold solutions involves significant risk, including possible loss of capital. Past performance is not indicative of future results. References to structural features such as advisory fees, transferability, and net asset value methodology describe the contractual terms of the direct-hold solutions and are not representations as to investment outcomes or returns.

Forward-looking statements. Statements that are not historical facts may constitute forward-looking information within the meaning of applicable Canadian securities laws. Such statements are subject to known and unknown risks, uncertainties and assumptions, and actual results may differ materially. Woodfine undertakes no obligation to update such statements except as required by law.

Registration. Registrable activities of Woodfine and its affiliates are conducted, where required, under the applicable registration categories prescribed by the British Columbia Securities Commission and other Canadian securities regulators. Specific registration details are available on request.

Jurisdiction. Woodfine Capital Projects Inc. is organized in British Columbia, Canada. References to the Sovereign Data Foundation on this wiki describe a planned or intended initiative only, not a current equity holder or active governance body.

Trademarks. See TRADEMARK.md in this repository for the full trademark notice.

Changes to this notice. Woodfine may update this notice from time to time; the version posted on this page governs.

Not a filing system. This wiki is not a securities filing system, an electronic disclosure repository, or a substitute for SEDAR+ or any other regulatory filing system. Formal securities filings are made through the applicable regulatory filing system, not through this wiki.

Full disclaimer. This notice supplements, and does not replace, the full Disclaimers article. In the event of any conflict, the full Disclaimers article governs.

Read the full disclaimer →