Vendor-customer model
The technology platform and the real-property business are measured, audited, and valued as two assets, not one. One entity builds the platform; a different entity uses it. PointSav Digital Systems ("PointSav") is the vendor: it designs, builds, and licenses the platform. Woodfine Management Corp. ("MCorp") is the customer: it operates real-property assets and licenses the product like any other customer. Both roles sit under one parent, Woodfine Capital Projects Inc. ("Woodfine").
Key takeaways
- The vendor is the asset that scales; the customer is the asset that operates. Each can be measured, audited, and valued on its own terms.
- PointSav is the vendor. It is currently a trade name of Woodfine, planned to become a wholly-owned Woodfine subsidiary upon incorporation.
- MCorp is the customer. It is the group's operating-services subsidiary, licenses the product like any other customer, and holds no governing authority in any vehicle.
- Intellectual property in the platform currently vests in Woodfine, and is planned to transfer to PointSav upon its incorporation.
- The relationship runs one way: the customer never edits the vendor's source, and the vendor never manages the customer's records.
Vendor and customer roles
The vendor-customer model is the internal services relationship under which PointSav delivers technology services to the Woodfine group's operating subsidiaries.
PointSav designs, builds, licenses, and maintains the platform. It does not offer, sell, or solicit any security, and it does not acquire, develop, or hold real property. Its work is engineering, delivered to customers under licence.
MCorp is the first customer, and the platform's reference deployment. As the group's operating-services subsidiary — described in Corporate structure — it employs the group's staff, retains its consultants, and performs the procurement, development, management, and administration work delegated to it. It licenses the platform on the same footing as any other customer. It holds no governing authority in any Direct-Hold vehicle, and it owns neither the platform nor the property.
Woodfine sits above both. It owns 100% of its subsidiaries, originates and promotes the Direct-Hold Solutions, and bears the group's disclosure obligations.
Ownership of the platform
Intellectual property in the platform currently vests in Woodfine. It is planned to transfer to PointSav upon PointSav's incorporation.
MCorp licenses the product; it does not own it. Corporate records and source code are therefore held by different parties, and are not commingled.
Why the separation exists
The separation produces three structural results for a reader assessing the group.
Custody is clean. Because the entity that operates the buildings is not the entity that holds the code, an auditor examining either one is not handed the other's records as well. The relationship also runs one way — the vendor builds and the customer adopts — so the customer never edits vendor source, and the vendor never manages customer records.
The reference deployment is a real business. The customer is an operating company, not a test environment, so a platform capability must survive contact with live real-property operations before it is licensed to anyone else. The first customer is the quality gate.
The two assets can be valued apart. A technology business that licenses to many customers and a real-property operator that runs buildings are different economic propositions, and holding them in separate roles lets each be measured on its own terms.
What this is not
This article states the structure of the vendor-customer relationship: which party builds, which party licenses, and why the two are kept apart. It does not set out the terms of any agreement between them — no fees, service levels, or data-handling obligations are described here, and none should be inferred. PointSav does not offer, sell, or solicit any security, and this article is not an offer of securities. PointSav's incorporation as a separate subsidiary is planned, not completed.