Terms of Business

Version 1.2 · June 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 Introductions and placements made by Cairnity and form the entire agreement between Cairnity and the Client in respect of those services.
  2. 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 where the Client engages a Candidate introduced by Cairnity.

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 start 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, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

3.4 Replacement Rebate

  1. If a permanently placed Candidate’s Engagement terminates within the first 20 weeks, a rebate applies as follows:
    1. Week 1: 100%.
    2. Weeks 2–20: the rebate 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: no rebate entitlement.
  2. The rebate takes the form of a free replacement Introduction, which 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.
  3. 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. Any cash refund that Cairnity may offer shall not exceed the rebate percentage applicable at the date of termination, applied to the Fee paid.

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 Cairnity’s prior written consent.
  2. If the Client passes on the details of a Candidate to any third party 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.
  3. 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 confirmed in the relevant assignment confirmation 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 14 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, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

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 reasonable cancellation fee, as set out in the assignment confirmation, will be payable to cover administration costs.
  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. 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.
  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.
  4. 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.

6. Data Protection

  1. Cairnity processes personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Cairnity’s Privacy Notice sets out how personal data relating to Candidates, Relief Workers, and Client contacts is collected, used, and retained.
  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.

7. 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.

8. Variation

  1. Cairnity reserves the right to vary these Terms of Business 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.

9. Governing Law and Jurisdiction

  1. These Terms of Business 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.