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We are flexible. The main points are:

Ownership & Control

Plain English summary

You have full control over your platform, your data, and how your business operates.

The platform is structured to ensure long-term flexibility, allowing you to grow, adapt, and transfer your business without dependency on a single provider.

Where required, custom-built functionality can be owned and transferred as part of your business.

How it Works

LayerWhat it means for you
Foundation PlatformA robust, continuously improved core that powers your system.
Capabilities & IntegrationsAdvanced features available as part of the platform to support your growth and operations.
Your Business LayerYour data, workflows, and custom features, fully under your control and transferable. Custom work can be owned where required.

The platform is designed so your business can be independently operated and transferred, without needing to own and maintain the underlying infrastructure.

Full Legal Detail

This model ensures clients can operate and transfer their business independently, without the burden of maintaining the underlying platform infrastructure.

The sections below set out the detailed wording. Open only if you need the full legal structure.

1. Overview

Ownership and usage rights are structured by platform layer to provide clarity and flexibility.

The Platform operates under a Layered Ownership Model, where different components are treated separately in terms of ownership, licensing, and commercial use.

This approach supports long-term sustainability, operational continuity, and flexibility for client-specific requirements.

2. Foundation Platform

The Foundation Platform consists of the core architecture, base services, and system infrastructure that underpin the Platform.

This layer is maintained and continuously improved by Purple Napkin Ltd.

Where required, a defined version of the Foundation Platform may be assigned to the Client under a separate agreement.

3. Capability Layers

Capability Layers include extended functionality, integrations, and operational features such as payment processing, fulfilment, delivery, analytics, and optimisation.

These capabilities are made available as part of the Platform and may evolve over time to support ongoing requirements.

Where explicitly agreed, specific components can be assigned to the Client under separate written agreement.

4. Client-Specific Works

Client-specific works include bespoke features, integrations, and functionality developed uniquely for the Client's business.

Where applicable, such works may be assigned to the Client in accordance with the relevant agreement.

Client-specific intellectual property will not be reused without permission.

5. Licence and Usage Rights

Where the Platform or any of its components is provided under licence, the Client is granted a perpetual, non-exclusive, transferable right of use for its business operations.

These rights may transfer to a successor or purchaser of the Client's business, subject to the applicable commercial agreement.

6. Platform Evolution

The Platform is continuously developed and improved.

Access to updates, enhancements, and additional capabilities may be included within support or licence agreements, or provided under separate commercial terms.

7. Independence and Continuity

The Platform is structured to ensure operational independence and continuity.

Clients retain full control over their business operations, and mechanisms can be agreed to support continuity, including optional escrow arrangements where appropriate.

8. Non-Competition

Purple Napkin Ltd provides platform technology and does not operate or compete directly within the Client's commercial domain.

Need to discuss licensing terms?

We can review delivery scope, assignment requirements, and continuity expectations.

Discuss licensing model