Third Party Services Provider.
Last Updated: 20/09/2025
3rd Party Services Provider Agreement
(Independent Contractor Agreement – Remote Services)
Parties
This 3rd Party Services Provider Agreement (the “Agreement”) is made between:
Luke Anthony Houghton, with its principal place of business in the Province of Alicante, Spain (“Consultant”); and
The current user, acting as an independent contractor (“3rd Party Services Provider”).
Consultant engages the 3rd Party Services Provider to support work that Consultant performs for its customer(s) (“Client”), as identified in the relevant Project Order (defined below).
1. Definitions
Client: The end-client named in the applicable Project Order.
Deliverables: Any materials, works, code, assets, documents, drafts, data, or outputs created or supplied by the 3rd Party Services Provider under this Agreement.
Project Order: A separate document (order form / statement of work / schedule) setting out project scope, milestones, timelines, and commercial terms.
Confidential Information: All non-public information disclosed by Consultant or Client, whether oral, written, visual, machine-readable or in any other form, including but not limited to technical, operational, commercial, financial, legal, strategic, creative, design and project information.
2. Basis of engagement
2.1 Status. The 3rd Party Services Provider is an independent contractor and not an employee, worker, agent, or partner of Consultant or Client. Nothing in this Agreement creates a joint venture or employment relationship. The 3rd Party Services Provider is solely responsible for its own taxes, social security, insurance, licences, permits, and compliance obligations.
2.2 Non-exclusivity. The engagement is non-exclusive. The 3rd Party Services Provider may perform services for others, provided this does not cause a conflict of interest, breach confidentiality, or delay performance under this Agreement.
3. Project Orders, scope and fees
3.1 Project Orders govern specifics. All project specifics (including scope, tasks, milestones, schedules, service levels, and the commercial structure) are defined in the relevant Project Order issued by Consultant.
3.2 Prior review and digital confirmation. The 3rd Party Services Provider confirms it has reviewed the project scope, role fundamentals and payment structure applicable to each Project Order and agrees to them by checking the digital form checkbox:
“I agree to the outline of the role within this project, the responsibilities, the tasks and payment structure.”
3.3 Changes. Any changes to scope or assumptions must be agreed in writing (email suffices) and reflected in an updated Project Order or change note.
4. Performance and ways of working (remote)
4.1 Remote services. All work is provided over the internet. No in-person attendance is required. Progress will be tracked via virtual meetings and agreed online collaboration tools.
4.2 Professional standards. The 3rd Party Services Provider shall perform the services with reasonable skill and care, to professional standards, and in accordance with any brand, technical or security guidelines supplied by Consultant.
4.3 Scheduling. The 3rd Party Services Provider may set its own working hours, provided it meets agreed milestones and availability windows specified in the Project Order (including attendance at virtual reviews when reasonably required).
4.4 Tools and equipment. The 3rd Party Services Provider supplies and maintains its own equipment, software and connectivity, and shall ensure appropriate security (including up-to-date patches, anti-malware, access controls and encryption where applicable).
5. Confidentiality
5.1 Obligation of confidence. The 3rd Party Services Provider shall keep Confidential Information strictly confidential, use it only for the purposes of the relevant Project Order, disclose it only to personnel who need to know for delivery, and protect it with at least the same standard of care it uses for its own confidential information (and no less than a reasonable standard).
5.2 Exclusions. Confidentiality obligations do not apply to information that (a) is or becomes public other than through breach; (b) was lawfully known to the 3rd Party Services Provider before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required by law or authoritative order (with prompt notice to Consultant where lawful).
5.3 Return/Deletion. On request or upon termination, the 3rd Party Services Provider shall promptly return or securely delete Confidential Information and certify deletion where requested (reasonable backups excluded until overwritten in the ordinary course).
6. Intellectual property
6.1 Assignment. All intellectual property rights (IPR) in the Deliverables shall vest in Consultant on creation. To the fullest extent permitted by law, the 3rd Party Services Provider hereby assigns (by present assignment of future rights) to Consultant all IPR in the Deliverables worldwide, absolutely and with full title guarantee.
6.2 Moral rights. Where moral rights subsist, the 3rd Party Services Provider waives, to the fullest extent permitted by applicable law, any moral rights in the Deliverables and shall procure equivalent waivers from its personnel and permitted subcontractors.
6.3 Pre-existing materials. If the Deliverables incorporate the 3rd Party Services Provider’s pre-existing materials, it grants Consultant a perpetual, irrevocable, worldwide, royalty-free licence (with the right to sub-licence to Client and Consultant’s group and service providers) to use, copy, modify and exploit those materials as part of, and in connection with, the Deliverables.
6.4 Third-party materials. The 3rd Party Services Provider shall not include any third-party materials without obtaining appropriate permissions and notifying Consultant in advance.
6.5 Portfolio use. The 3rd Party Services Provider shall not display, publish, reference or otherwise use any Deliverables or project materials (including in a showreel, case study, website or social media) without Consultant’s prior written consent (and, where applicable, Client’s consent).
6.6 Use of Consultant Materials (ProjektID Assets) and No-Template Reuse.
a) Definitions. “Consultant Materials” (also referred to as ProjektID Assets) means any templates, frameworks, libraries, components, snippets, prompts, models, datasets, design systems, processes, documentation, brand/style guides, research, specifications, configuration files, and toolkits supplied by or created for the Consultant, including any enhancements made during the engagement.
b) Limited project licence. The 3rd Party Services Provider is granted a non-exclusive, non-transferable licence to use the Consultant Materials solely for delivering the services under the applicable Project Order. No other use is permitted.
c) No reuse / no template extraction. The 3rd Party Services Provider shall not (i) copy, adapt, extract, generalise, or convert Consultant Materials into standalone templates, starter kits, frameworks, design systems or other reusable assets; (ii) reuse any Consultant Materials (or materially similar derivatives) for any third party or internal products unrelated to the Project Order; or (iii) publish, open-source, or otherwise distribute Consultant Materials.
d) No reverse engineering / competitive use. The 3rd Party Services Provider shall not reverse engineer, decompile, or use Consultant Materials to build competing toolkits, products, or services.
e) AI/ML restrictions. The 3rd Party Services Provider shall not use Consultant Materials or Deliverables to train, fine-tune, evaluate, or otherwise improve any AI/ML models or datasets, nor upload them to any service that claims training rights, except where expressly approved in writing by the Consultant.
f) Subcontractors. The 3rd Party Services Provider shall bind any permitted subcontractors to obligations no less protective than this clause and remains responsible for their compliance.
g) Return/Deletion. On request or on termination, the 3rd Party Services Provider shall promptly cease all use of Consultant Materials and return or securely delete them (including from devices and cloud services) and certify deletion on request.
h) Remedies. Unauthorised use or reuse of Consultant Materials is a material breach. The Consultant is entitled to injunctive relief in addition to any other remedies at law.
7. Data protection
7.1 Roles. If the services involve processing personal data, the parties shall execute a data processing appendix consistent with applicable data-protection law. By default, Consultant is the controller and the 3rd Party Services Provider acts as processor (or sub-processor where Consultant acts for the Client).
7.2 Standards. The 3rd Party Services Provider shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage, and shall promptly notify Consultant of any personal data breach.
8. Non-solicitation and non-interference
8.1 Non-solicitation of Client. During the term of this Agreement and for 12 months thereafter, the 3rd Party Services Provider shall not, without Consultant’s prior written consent, directly solicit the Client for services that are the same as or materially similar to the services performed under a Project Order, where the introduction to the Client arose through Consultant.
8.2 Non-poaching. During the term and for 12 months thereafter, neither party shall solicit for employment any employee or key contractor of the other who was materially involved in the relevant project (general recruitment not targeted at the other party is permitted).
9. Warranties
The 3rd Party Services Provider warrants that: (a) it has full right and authority to enter this Agreement and perform the services; (b) Deliverables will be original and will not infringe the rights of any third party; (c) it will comply with applicable laws and professional standards.
10. Indemnity
The 3rd Party Services Provider shall indemnify and keep indemnified Consultant and Client against reasonable losses, damages, liabilities, costs and expenses arising from: (a) third-party claims that the Deliverables infringe IPR; (b) breach of confidentiality or data-protection obligations; or (c) wilful misconduct or gross negligence.
11. Liability
Neither party excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be excluded. Subject to the foregoing, and to the maximum extent permitted by law, neither party shall be liable for loss of profit, revenue, goodwill, or any indirect or consequential loss. Each party’s total aggregate liability in connection with a Project Order shall be limited to the amounts payable for that Project Order, except for (i) the 3rd Party Services Provider’s indemnities in clause 10 and IP assignments in clause 6, and (ii) breach of confidentiality or data-protection obligations.
12. Compliance
The 3rd Party Services Provider shall comply with all applicable laws and regulations, including export controls, anti-bribery and corruption, and (where relevant) anti-money-laundering requirements, and will cooperate with reasonable compliance requests from Consultant.
13. Subcontracting and assignment
The 3rd Party Services Provider shall not assign, novate or subcontract any part of the services without Consultant’s prior written consent. Consultant may assign or novate its rights and obligations under this Agreement to an affiliate or to the Client for project fulfilment purposes.
14. Term and termination
14.1 Term. This Agreement commences on acceptance and continues until terminated in accordance with this clause. Individual engagements are governed by Project Orders.
14.2 Termination for convenience. Either party may terminate this Agreement or any Project Order on written notice. Consequences are as set out in clause 15.
14.3 Termination for cause. Either party may terminate immediately on written notice if the other commits a material breach and (where remediable) fails to remedy within 10 days of notice, or becomes insolvent.
15. Consequences of termination
Upon termination of this Agreement or a Project Order: (a) work in progress and completed Deliverables to date shall be promptly supplied to Consultant; (b) the 3rd Party Services Provider shall be paid for services properly performed up to the effective termination date in accordance with the relevant Project Order; and (c) confidentiality, IP, data-protection, liability, non-solicitation and any provisions intended to survive shall continue.
16. Notices
Notices may be delivered by email to the contacts specified in the Project Order, and shall be deemed received on the business day sent (or the next business day if sent outside business hours in Alicante, Spain).
17. Dispute resolution
The parties shall first seek to resolve any dispute by good-faith discussions between project leads. If unresolved within 14 days, either party may refer the matter to senior representatives. If still unresolved, the dispute shall be finally resolved by arbitration under the rules of a recognised Spanish arbitration institution, with the seat in Alicante, Spain, and the language of the arbitration being English. Nothing prevents either party seeking interim injunctive relief in the courts.
18. Governing law and jurisdiction
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of Spain. Subject to clause 17, the parties submit to the exclusive jurisdiction of the Courts and Tribunals of Orihuela (Alicante), expressly waiving any other forum that may apply.
19. Entire agreement and order of precedence
This Agreement and each applicable Project Order constitute the entire agreement between the parties in relation to their subject matter and supersede any prior discussions. If there is a conflict, the Project Order prevails for project-specific commercial terms, and otherwise this Agreement prevails.
20. Variations, waiver, severance
No variation is effective unless in writing (email suffices) and agreed by both parties. A failure or delay to exercise any right is not a waiver. If any provision is held invalid, the remainder shall continue in full force with the invalid part modified to the minimum extent necessary to be enforceable.
21. Third-party rights
Except for the Client (who may benefit from IP, confidentiality and indemnity protections for the relevant project), no person other than a party has any rights to enforce any term of this Agreement.
22. Counterparts and electronic acceptance
This Agreement may be executed in counterparts and by electronic means. For each Project Order, the 3rd Party Services Provider’s acceptance via the digital checkbox stated in clause 3.2 constitutes binding agreement to the relevant role outline, responsibilities, tasks and payment structure.