Terms of Business

Version 1.6 · September 2026 · cairnity ltd · Company No. SC892394

These Terms of Business (the “Terms”) govern the provision of recruitment services by Cairnity Ltd (“Cairnity”, “we”, “us”) to the client engaging those services (the “Client”, “you”). By instructing Cairnity, or by engaging any Candidate or Relief Worker introduced by Cairnity, the Client accepts these Terms in full. These Terms prevail over any terms or conditions issued by the Client and take effect from the earlier of the Client’s instruction to Cairnity or the first Introduction.

1. Definitions and Interpretation

In these Terms:

2. Application of These Terms

  1. These Terms apply to all services (howsoever described) provided by Cairnity to the Client and forms the entire agreement between Cairnity and the Client in respect of those services.
  2. Cairnity issues these Terms to the Client when the Client provides a brief, and in any event before any Candidate or Relief Worker is introduced. The Client’s acceptance of these Terms arises on the earlier of instructing Cairnity to source a Candidate or Relief Worker, or engaging any individual introduced by Cairnity.
  3. No variation proposed by the Client shall be binding on Cairnity unless confirmed in writing by a director of Cairnity.

3. Permanent Placement Service

3.1 Basis of Service

  1. Cairnity introduces Candidates to the Client for permanent Engagement. A Fee becomes payable only when the Client engages a Candidate introduced by Cairnity. No Fee is payable where no Engagement results, and Cairnity makes no charge for briefing, searching, shortlisting, or any other work undertaken before an Engagement begins.
  2. The Client directly employs or engages the Candidate and is solely responsible for all employment obligations, including but not limited to payment of wages, deduction and remittance of income tax and National Insurance contributions, compliance with the Working Time Regulations 1998, statutory holiday pay, and any applicable employment legislation.
  3. Cairnity does not employ, supply, or pay Candidates. Nothing in these Terms creates an employment, worker, or agency relationship between Cairnity and any Candidate.
  4. The Client acknowledges that it is the employer or engager of the Candidate for all legal and tax purposes from the Commencement Date.

3.2 Fee

  1. The Fee for a permanent placement is 20% of the Candidate’s first-year gross annual salary, invoiced on the Candidate’s Commencement Date.
  2. Where any part of the Candidate’s first-year remuneration is variable or non-salary, Cairnity and the Client will agree the basis of calculation in writing before the Engagement.

3.3 Payment

  1. Payment is due within 14 days of the invoice date.
  2. All Fees are exclusive of VAT. VAT will be added at the prevailing rate where Cairnity is registered for VAT.
  3. Cairnity reserves the right to charge interest on overdue invoices at 8% per annum above the Bank of England base rate.

3.4 Replacement Rebate

  1. If a permanently placed Candidate’s Engagement terminates within the first 20 weeks from the Commencement Date, and the conditions in Clause 3.5 are satisfied, Cairnity will provide a free replacement Introduction. This is the Client’s sole remedy under this Clause 3.4. Cairnity will use reasonable endeavours to identify a suitable replacement Candidate within a reasonable time.
  2. A cash refund is not an entitlement under these Terms. Cairnity may, at its sole and absolute discretion, offer a partial cash refund in lieu of a replacement, but the Client has no right to require one, and no act, omission, or circumstance on the part of the Client, including any deterioration or breakdown in the client relationship, shall give rise to any entitlement to a cash refund.
  3. Where Cairnity exercises its discretion under Clause 3.4.2, any cash refund offered shall not exceed the following percentages of the Fee paid, applied at the date of termination:
    1. Week 1: 100%.
    2. Weeks 2 to 20: the percentage reduces by 5 percentage points per completed week. By way of example: week 2 = 95%; week 5 = 80%; week 10 = 55%; week 15 = 30%; week 19 = 10%.
    3. After 20 complete weeks from the Commencement Date: nil.

3.5 Rebate Conditions

The rebate under Clause 3.4 is only available where all of the following are satisfied:

  1. The Client has paid Cairnity’s invoice in full by the due date specified in Clause 3.3.
  2. The termination of the Candidate’s Engagement was not caused or materially contributed to by the Client, including but not limited to redundancy, material change to the role or terms of employment, breach of contract by the Client, mistreatment, or failure to provide a safe working environment.
  3. The Client notifies Cairnity in writing of the termination within 7 days of the Candidate’s last day of Engagement.
  4. The Client has complied with all obligations under these Terms.

3.6 Confidentiality of Introductions

  1. All Introductions made by Cairnity are strictly confidential. The Client shall not pass on the details of any Candidate introduced by Cairnity to any third party without the Candidate’s prior written consent and consent from Cairnity.
  2. If the Client passes on the details of a Candidate to any third party without consent from the Candidate and Cairnity, the Client shall be liable for any and all loss, damage, cost, or expense that results from such disclosure, and no liability whatsoever shall fall on Cairnity.
  3. If the Client passes on the details of a Candidate to any third party (with the requisite consent) and an Engagement results within 12 months of the original Introduction, Cairnity will invoice the Client for the full Fee as if the Engagement had been made directly.
  4. If the Client engages a Candidate within 12 months of the original Introduction, whether through Cairnity, another agency, direct application, or any other route, the full Fee will remain payable.

4. Relief-by-Introduction Service

4.1 Nature of Service

  1. The Relief-by-Introduction Service is an introduction-only service. Cairnity introduces Relief Workers to Clients for temporary or fixed-term engagements. The Client directly employs or engages the Relief Worker and is solely responsible for all employment obligations, including but not limited to payment of wages, deduction and remittance of income tax and National Insurance contributions, compliance with the Working Time Regulations 1998, statutory holiday pay, and any applicable employment legislation.
  2. Cairnity does not employ, supply, or pay Relief Workers. Nothing in these Terms creates an employment, worker, or agency relationship between Cairnity and any Relief Worker.
  3. The Client acknowledges that it is the employer or engager of the Relief Worker for all legal and tax purposes from the Commencement Date.

4.2 Arrangement Fee

  1. The arrangement fee for each Relief Worker Introduction is as agreed in writing between Cairnity and the Client for that assignment, and set out in the Assignment Confirmation signed by the Client before the Relief Worker commences.
  2. No relief arrangement fee is fixed by these Terms; each assignment is quoted on its own basis.

4.3 Fees and Payment

  1. Unless otherwise agreed in writing, the arrangement fee is charged for each week (or part-week) during which the Client engages the Relief Worker following the Introduction. There is no maximum cap on the number of weeks chargeable.
  2. Cairnity will invoice the Client weekly in arrears. Payment is due within 7 days of each invoice date.
  3. All arrangement fees are exclusive of VAT. VAT will be added at the prevailing rate where Cairnity is registered for VAT.
  4. Cairnity reserves the right to charge interest on overdue invoices at 8% per annum above the Bank of England base rate.

4.4 Cancellation

  1. Where the Client has confirmed a Relief Worker booking and subsequently cancels for any reason before or after the agreed Commencement Date, a cancellation fee equal to one week’s arrangement fee for that assignment will be payable.
  2. Where the Relief Worker fails to attend without prior notice, Cairnity will use reasonable endeavours to source an alternative Introduction at no additional arrangement fee for the first week.

4.5 Conversion to Permanent Engagement

  1. If the Client engages a Relief Worker in a permanent capacity at any point during or within 12 months of the relief Introduction, a permanent placement Fee will become payable in accordance with Clause 3.2.
  2. Where arrangement fees have been paid under Clause 4.3 in respect of the same Relief Worker, the total of arrangement fees already paid will be credited against the permanent placement Fee, provided the arrangement fees were paid in full by their due dates.

5. Client Responsibilities and Obligations

  1. The Client shall respond to any queries, questions or requests for information from Cairnity as soon as possible. If there is any delay from the Client in responding to Cairnity, Cairnity shall not be liable for any results or consequences of such delay.
  2. The Client shall notify Cairnity in writing as soon as reasonably practicable if there is any change to the Engagement, if the role is withdrawn, or if the Client fills the role without assistance from Cairnity. Notification under this Clause carries no charge. For the avoidance of doubt, this Clause does not affect the Client’s liability for Fees under Clause 3.6.
  3. The Client is obligated to confirm the Commencement Date to Cairnity in writing as soon as it is agreed with the Candidate or Relief Worker, and shall notify Cairnity in writing of any change to it.

6. Confidentiality

  1. Both Cairnity and the Client undertake to each other that they shall keep confidential all information they receive from the other as part of this arrangement. Confidential Information extends to anything related to the operation, management, finance or otherwise of each party and does not need to be marked as confidential for it to be afforded the protection of such.
  2. Cairnity and the Client shall only use any Confidential Information received for the purposes of carrying out their responsibilities and obligations under these Terms or in connection with this arrangement, and shall not use the Confidential Information for any other purpose, make copies of it, or disclose it to others except with the prior written consent of the party who disclosed the Confidential Information or as may be required by law.

7. Artificial Intelligence

In accepting these Terms, the Client acknowledges and accepts that Cairnity may use any AI platforms available to Cairnity to assist or automate any of the responsibilities and obligations of Cairnity in connection with these Terms and the Engagement.

8. Limitation of Liability

  1. Cairnity will use reasonable endeavours to introduce suitable Candidates and Relief Workers. However, Cairnity does not warrant that any Candidate or Relief Worker is suitable for the Client’s requirements, and the Client is solely responsible for satisfying itself as to suitability before commencing any Engagement.
  2. Cairnity shall not be liable to the Client for any loss, damage, cost, or expense arising from or in connection with any act, omission, or conduct of any Candidate or Relief Worker introduced by Cairnity, or from the Candidate or Relief Worker not being suitably qualified for the position.
  3. Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.
  4. Subject to Clause 8.3, Cairnity’s total liability to the Client in connection with any placement or Introduction shall not exceed the Fee paid to Cairnity in respect of that placement or Introduction.

9. Termination

  1. Cairnity may terminate the arrangement with the Client at any time following failure by the Client to pay any and all sums as they fall due.
  2. Unless otherwise agreed in writing between Cairnity and the Client, the arrangement between Cairnity and the Client shall continue until one party provides the other with one month’s written notice of the intention to terminate the arrangement.
  3. On termination of the arrangement for any reason:
    1. all Fees and arrangement fees accrued up to the date of termination remain payable in full and fall due in accordance with Clauses 3.3 and 4.3;
    2. Fees remain payable in respect of any Engagement arising from an Introduction made before the date of termination, in accordance with Clause 3.6;
    3. the Client’s rights under Clause 3.4 survive only in respect of placements for which Cairnity’s invoice was paid in full by its due date; and
    4. Clauses 3.6 (Confidentiality of Introductions), 6 (Confidentiality), 8 (Limitation of Liability), 10 (Data Protection), 11 (Conduct Regulations) and 13 (Governing Law and Jurisdiction) survive termination, together with any other provision which by its nature is intended to survive.

10. Data Protection

  1. Cairnity processes personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, as amended by the Data (Use and Access) Act 2025. Cairnity’s Privacy Notice, available at cairnity.co.uk, sets out how personal data relating to Candidates, Relief Workers, and Client contacts is collected, used, and retained, and how data subjects may exercise their rights.
  2. The Client agrees to handle all personal data relating to Candidates and Relief Workers provided by Cairnity in accordance with applicable data protection legislation, and solely for the purpose of evaluating and making an Engagement.
  3. The Client shall not retain personal data provided by Cairnity for longer than is necessary for the purpose for which it was provided.
  4. Complaints. Any individual whose personal data Cairnity processes has the right to complain to Cairnity about how that data is handled, by writing to ian@cairnity.co.uk. Cairnity will acknowledge the complaint within 30 days of receipt and provide a substantive response without undue delay. If the individual remains dissatisfied, they have the right to complain to the Information Commissioner’s Office (ICO) at ico.org.uk, the UK’s supervisory authority for data protection.

11. Conduct Regulations

  1. Cairnity operates in accordance with the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (as amended). Where any provision of these Terms is inconsistent with those Regulations, the Regulations shall prevail.
  2. Before an Introduction is made, Cairnity will take reasonable steps to verify: (a) the identity of the Client; (b) the nature of the work to be performed; (c) any relevant qualifications, experience, or authorisations required; and (d) any applicable health and safety requirements.

12. Variation

  1. Cairnity reserves the right to vary these Terms from time to time. Any variation will be notified to the Client in writing and will apply to Engagements arising after the date of notification.
  2. No variation proposed by the Client shall be binding on Cairnity unless confirmed in writing by a director of Cairnity.

13. Governing Law and Jurisdiction

  1. These Terms shall be governed by and construed in accordance with the law of Scotland.
  2. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the Scottish courts.