This document is the baseline rule set for that loop.
---
## 2. Legal and organizational setting
The legal person today is **Binky Hedgehog GmbH**. The intended later
identity is **Operational Knowledge GmbH**. The rename is a milestone, not a
change of entity identifiers in this control plane.
Until a profit center is incorporated separately, the six names are
**internal financial entities** of one GmbH. They will have dedicated bank
accounts (or equivalent account partitions). Internal charges under these
terms are transfer prices between profit centers, not customer invoices and
not intercompany invoices between distinct legal persons.
Consequences for V0.1:
-`resource-control` produces settlement statements and credit-state
evaluations. It does not emit a legal invoice, book a DATEV posting, or
move money.
-`fin-hub` remains authoritative for booked financial facts, tax and
currency treatment, budgets, commitments, burn, and runway, per
`docs/fin-hub-resource-control-contract-v0.1.md`.
- Consolidation and elimination of internal markup at GmbH level is an
accounting concern, not a resource-control concern.
- If an entity later becomes a separate legal person, these terms become the
draft of a real supply agreement. That step requires human legal and tax
review; it is out of scope for V0.1.
---
## 3. Financial entities
Every cost object in `resource-control` is associated with one of the
following entities. Identifiers are stable. Display names may change.
Adding, splitting, or retiring an entity is a versioned change to these
terms.
| ID | Display name | Role under these terms |
| --- | --- | --- |
| `entity:binky` | Binky | Umbrella / company-operations profit center. Residual corporate identity of Binky Hedgehog GmbH. Consumes IT resources like any other center. Holds non-IT company costs (desk, Steuerberater, banking fees) **outside** this document. |
| `entity:frontier` | Frontier | Recognized profit center. Commercial mandate is defined by its own canon, not by this document. Consumes IT resources on the same terms as the other non-provider centers. |
| `entity:railiance` | Railiance | **Sole procuring and managing entity** for in-scope IT resources. Pays external providers. Delivers usage to the other centers. Consumes resources for its own platform at cost, without markup. |
| `entity:netkingdom` | Netkingdom | Profit center for identity, access, security, and operational sovereignty. Consumes IT resources on transfer-price terms. |
| `entity:helixforge` | Helixforge | Profit center for the capability-forging product line. Consumes IT resources on transfer-price terms. |
| `entity:coulomb` | Coulomb | Profit center for capability discovery, packaging, and related products (including Coulomb Social). Consumes IT resources on transfer-price terms. |
Existing portfolio identities continue to work as join keys. They do not
Railiance may add resource classes already represented in
`schemas/resource-inventory.schema.json` without a terms revision. A class
outside that model needs a schema change and a note in the next terms
revision.
Railiance:
1. holds the provider contract and the provider billing relationship;
2. pays the provider from the Railiance bank account;
3. commissions, operates, measures, and retires the resource;
4. exposes usage and allocation evidence into `resource-control`;
5. invoices the consuming entities internally at **cost plus markup**;
6. receives settlement into the Railiance bank account.
### 4.2 Consuming entities
Binky, Frontier, Netkingdom, Helixforge, Coulomb, and Railiance-for-itself
are consumers. A consumer:
1. declares demand and service requirements in its owning repositories;
2. accepts the allocated share of shared resources it actually uses;
3. is charged the transfer price for that use;
4. pays Railiance from its own bank account on the settlement calendar;
5. may carry a published overdue balance up to its credit limit.
### 4.3 Binky Hedgehog GmbH — umbrella
The GmbH is the legal counterparty to external providers and banks until
that is deliberately changed. Profit-center accounts are internal
partitions of that legal reality. The future Operational Knowledge GmbH
name does not, by itself, change procurement authority, entity IDs, or
these rates.
### 4.4 Human financial authority
Only a human may:
- open or close entity bank accounts;
- change markup, interest, credit-limit, or payment-term parameters;
- approve a provider contract or a commitment that binds the GmbH;
- grant an entity a non-default credit limit;
- waive interest or write off an internal balance;
- suspend or restore an entity's consumption.
---
## 5. How resource-control operates
These rules are the organizational change this version introduces.
### 5.1 Association is mandatory
Every record that estimates, observes, allocates, or evaluates cost or
usage carries:
| Field | Meaning |
| --- | --- |
| `financial_entity_id` | The consuming entity that will bear the transfer price. Required on forecasts, usage observations, allocations, expense evaluations, and settlement lines. |
| `procuring_entity_id` | The entity that pays the external provider. V0.1 default: `entity:railiance`. |
Inventory records carry both. A dedicated resource used by one center has
that center as `financial_entity_id`. A shared resource has
`entity:railiance` as procuring entity and an allocation method that
produces per-consumer shares, each tagged with a consuming
`financial_entity_id`.
No inventory item, forecast, actual, allocation, optimization case, or
variance row may be published without a consuming entity or an explicit
unattributed gap.
### 5.2 Two money views, never mixed
For each resource and period, `resource-control` keeps three figures
separate:
| Figure | Definition | Authority |
| --- | --- | --- |
| **Delivered cost** | What it cost Railiance to provide the resource in the period. See [§ 8](#8-delivered-cost). | Reconstructed here from fin-hub booked facts plus allocation and labor evidence. |
| Interest convention | simple, monthly | `interest = overdue × 0.05 / 12` at each subsequent month-end close, on the overdue principal (and previously capitalized interest if any remains unpaid). |
| Restricted monthly consumption | **€50.00** transfer price | Applies when outstanding ≥ credit limit. |
| Restricted allowance | `max(0, 50.00 − interest_this_month)` | New resource consumption, not a waiver of interest. Leaves a thin residual at the default limit so the center is squeezed, not frozen. |
| OQ-1 | **5 % per year**, not per month. Monthly 5 % would zero the €50 allowance at the default €1 000 limit and freeze the center. The annual rate is part of the squeeze: at the default limit the center keeps a thin residual (~€45.83 transfer price) so it can try to recover rather than being cut off. | 2026-08-14 |
| OQ-2 | Should committed provider terms (domains, reserved instances) be cancellable automatically in restricted mode? | No; flag for human decision |
| OQ-3 | Should markup apply to labor, or only to provider cash cost? | Labor is in delivered cost, therefore marked up |
| OQ-4 | Should Binky, as umbrella, pay markup to Railiance, or receive platform services at cost? | Binky pays markup; elimination is accounting |
| OQ-5 | What is Frontier's commercial mandate, and does it consume a distinct intelligence class? | Entity exists; mandate is out of scope here |
| OQ-6 | When a center is incorporated separately, do these terms become a written supply agreement with USt? | Requires StB / legal review |
| OQ-7 | Payment waterfall if a payment does not cover interest + principal? | Interest first, then principal |
| OQ-8 | Daily versus monthly interest accrual? | Monthly close is enough for V0.1 |
| OQ-9 | Default limit per entity, or a group limit? | Per consuming entity |
| OQ-10 | Does Railiance mark up pass-through domains and LLM APIs at the same 20 %? | Yes, one rate until a class exception is published |
---
## 18. Change control
- A new version is a new heading in this file or a successor file that
names the version it replaces.
- Statements and forecasts must record the terms version that produced
them. Later versions do not rewrite historical transfer prices.
- Parameter-only changes increment the minor label (V0.1.1). Principle or
entity-set changes increment the minor or major label (V0.2 / V1.0).
- Human financial authority approves versions that change P1–P12.
- Editorial clarification without numeric or role change may land as a
dated note under the current version.
---
## 19. Related documents
| Document | Relationship |
| --- | --- |
| `INTENT.md` | Control-plane purpose; these terms specialize entity association and internal charging |
| `SCOPE.md` | Repository boundary; in-scope work now includes entity-associated settlement evidence |
| V0.1 | 2026-08-14 | OQ-1 confirmed: interest is 5 % per year. Documented the restriction as a risk bound and a gradual squeeze on centers that degenerate into cost centers — not an instant kill. |