Precept IT General Terms and Conditions for Business Customers

These General Terms and Conditions govern the supply of products and services by Precept IT Limited to business customers. They form part of the Agreement between Precept IT and the Client together with each quotation, order form, proposal, statement of work or service schedule accepted by the Client.

These terms apply only where the Client is acting wholly or mainly for the purposes of its business, trade, craft or profession. They do not apply to consumers.

Where Precept IT and the Client have entered into a separate written agreement, that agreement will take precedence to the extent of any conflict.

1. Definitions

“Agreement” means these General Terms and Conditions together with the relevant Order and any applicable service schedule, statement of work or Data Processing Schedule.

“Business Day” means Monday to Friday, excluding public holidays in Northern Ireland.

“Business Hours” means 09:00 to 17:00 on a Business Day, unless different hours are stated in the Order.

“Client” or “you” means the company, organisation, partnership, public body, charity, sole trader or other business customer purchasing products or services from Precept IT.

“Client Data” means data, records, documents, files and personal data supplied by or on behalf of the Client or accessed, stored or processed in connection with the Services.

“Initial Term” means the initial contractual period stated in the Order or, if no period is stated, 12 months from the Service Commencement Date.

“Order” means a quotation, proposal, order form, statement of work or other written description of products or services accepted by the Client.

“Precept IT,” “we,” “us” or “our” means Precept IT Limited, registered in Northern Ireland under company number NI607970, with its registered office at Forsyth House, Cromac Square, Belfast BT2 8LA.

“Renewal Term” means each successive 12-month period following the Initial Term.

“Service Commencement Date” means the date on which recurring Services commence, as stated in the Order or otherwise confirmed by Precept IT in writing.

“Services” means the services described in the relevant Order.

“Third-Party Services” means software, licences, connectivity, cloud services, hosting, equipment, subscriptions or other products and services supplied or controlled by a third party.

2. Formation of the Agreement

2.1 An Agreement is formed when the Client:

• signs or electronically accepts an Order;
• confirms acceptance by email or other written communication;
• issues a purchase order in response to an Order;
• asks Precept IT to commence the Services; or
• uses or continues to use Services supplied on the basis of an Order incorporating these terms.

2.2 The person accepting an Order on behalf of the Client confirms that they have authority to bind the Client.

2.3 Any terms contained in a Client purchase order, procurement document or other Client communication will not apply unless expressly accepted in writing by an authorised director of Precept IT.

2.4 If there is a conflict between documents forming the Agreement, the following order of precedence applies:

1. the accepted Order;
2. any applicable statement of work or service-specific schedule;
3. any applicable Data Processing Schedule;
4. these General Terms and Conditions.

3. Scope of Products and Services

3.1 Precept IT will provide the products and Services expressly described in the Order.

3.2 Any product, service, user, device, server, application, location, project or activity not expressly included in the Order is outside scope and may be charged separately.

3.3 Unless the Order expressly states otherwise, recurring support charges do not include:

• projects, installations, migrations or major changes;
• onsite attendance;
• travel, accommodation, parking, freight or other expenses;
• support outside Business Hours;
• recovery from cyber incidents or major disasters;
• data recovery or extensive restoration work;
• support for unsupported or end-of-life systems;
• work arising from unauthorised changes by the Client or a third party;
• new hardware, software, licences, subscriptions or consumables; or
• work required because the Client has declined or delayed a recommendation.

3.4 Precept IT may use remote management, monitoring, security and support tools to deliver the Services. The Client authorises Precept IT to install, configure, update and remove those tools as reasonably required.

3.5 Precept IT may make reasonable operational changes to the Services where those changes do not materially reduce the overall service purchased by the Client.

4. Onboarding and Service Commencement

4.1 Precept IT may conduct an onboarding review before or after the Service Commencement Date.

4.2 Any quotation is based on the information available when it is prepared. If onboarding identifies additional users, devices, sites, risks, unsupported systems, required remediation or other material differences, Precept IT may issue revised charges or a separate quotation.

4.3 Unless expressly included in the Order, remediation identified during onboarding is chargeable separately.

4.4 Service levels may not apply until onboarding is complete and Precept IT has the access, information, approvals and technical controls reasonably required to deliver the Services.

5. Contract Term and Automatic Renewal

5.1 Unless the Order expressly states otherwise, recurring Services are provided for an Initial Term of 12 months from the Service Commencement Date.

5.2 At the end of the Initial Term, the Agreement will automatically renew for successive Renewal Terms of 12 months unless either party gives valid written notice at least 90 days before the end of the current term.

5.3 A termination notice will take effect only at the end of the Initial Term or current Renewal Term. Notice does not permit early termination during that term.

5.4 Notice of non-renewal must be sent to accounts@precept.it. A support ticket, verbal conversation or communication with an engineer does not constitute valid termination notice.

5.5 The Client may not remove or separately terminate individual elements of a bundled service during the Initial Term or a Renewal Term unless Precept IT expressly agrees in writing.

5.6 Unless otherwise stated in the Order, additions made during a term will remain committed until at least the end of that term. Third-Party Services may be subject to separate or longer supplier commitment periods.

6. Users, Devices and Committed Quantities

6.1 Charges may be based on a committed or recorded number of users, devices, mailboxes, licences, servers, locations or other units.

6.2 The Client must notify Precept IT promptly of changes affecting those quantities.

6.3 Quantities may be increased during a contractual term. Unless expressly agreed otherwise, quantities may not be reduced below the committed baseline until the next renewal date.

6.4 Reductions requested for a renewal date must be included in the Client’s notice at least 90 days before that renewal date and remain subject to any Third-Party Service commitments.

6.5 If Precept IT identifies undeclared or additional users, devices, systems or locations receiving the benefit of the Services, it may adjust the charges and invoice from the date on which they were added or first supported.

7. Changes and Additional Work

7.1 Either party may request a change to the Services. Precept IT may provide a quotation or statement of work setting out the effect on scope, charges and timescales.

7.2 Precept IT is not required to implement a material change until it has been approved in writing.

7.3 Precept IT may perform reasonable emergency work without prior written approval where it reasonably considers this necessary to protect systems, users, services or data. Precept IT will inform the Client as soon as reasonably practicable, and the work may be chargeable.

8. Charges, Invoicing and Payment

8.1 Recurring Services are invoiced monthly or annually in advance, as stated in the Order.

8.2 Project work, additional support, expenses, hardware and other products may be invoiced in advance, in stages or following completion.

8.3 Charges are exclusive of VAT and any other applicable tax unless expressly stated otherwise.

8.4 Invoices are payable by the due date stated on the invoice. Precept IT may require payment by Direct Debit.

8.5 The Client must raise any genuine invoice query in writing within 14 days of the invoice date, identifying the amount disputed and the reasons. Undisputed amounts remain payable by the due date.

8.6 The Client may not withhold, deduct or set off any amount unless required by law or expressly agreed by Precept IT.

8.7 Precept IT may correct an obvious pricing, calculation or description error in an Order or invoice.

9. Price Reviews and Supplier Increases

9.1 Precept IT may review recurring service charges before the start of a Renewal Term by giving at least 30 days’ written notice.

9.2 Precept IT may pass through increases or new charges imposed by third-party suppliers, distributors, telecommunications providers, software vendors, cloud providers, government bodies or regulators.

9.3 Precept IT may also adjust charges to reflect material exchange-rate movements, changes in taxation, changes in licensing models or changes in the Client’s usage, systems or requirements.

9.4 A change relating solely to a Third-Party Service does not release the Client from an existing supplier commitment or give the Client a right to terminate other Services.

10. Late Payment and Suspension

10.1 Where a business invoice is overdue, Precept IT may charge statutory interest and applicable recovery costs under the Late Payment of Commercial Debts legislation.

10.2 Precept IT may suspend or restrict Services where an undisputed amount remains overdue after reasonable written notice.

10.3 Precept IT may suspend Services immediately where reasonably necessary to address:

• a security threat or active compromise;
• unlawful use;
• a breach of applicable supplier terms;
• a risk to Precept IT, other clients or third-party systems; or
• an emergency requiring immediate protective action.

10.4 Suspension does not terminate the Agreement or remove the Client’s obligation to pay charges falling due during the contractual term.

10.5 Precept IT may charge reasonable reactivation, reconnection or remediation costs following suspension.

11. Client Responsibilities

11.1 The Client must:

• provide accurate and complete information;
• provide timely access to personnel, systems, premises, equipment and accounts;
• nominate authorised contacts and keep their details current;
• notify Precept IT promptly of starters, leavers and changes in access requirements;
• maintain valid and lawful software licences;
• use supported operating systems, applications and hardware;
• maintain suitable internet connectivity, electrical power and physical security;
• follow reasonable security and technical recommendations;
• use multi-factor authentication where required or recommended;
• protect passwords, credentials and authentication devices;
• not disable or interfere with security, backup, monitoring or management tools;
• notify Precept IT promptly of suspected security incidents or unauthorised access; and
• comply with applicable laws, regulations and third-party terms.

11.2 The Client is responsible for decisions relating to its business, regulatory obligations, data-retention requirements and risk appetite.

11.3 If the Client declines or delays a documented recommendation, it accepts the additional risk arising from that decision. Precept IT will not be responsible for loss to the extent caused or increased by that decision.

11.4 The Client is responsible for the acts and omissions of its personnel, contractors and other suppliers.

12. Cybersecurity

12.1 Precept IT will use reasonable skill and care and appropriate industry practices when providing security-related Services.

12.2 No cybersecurity product or service can guarantee that all threats, malware, attacks, unauthorised access or data loss will be prevented or detected.

12.3 Precept IT may isolate a device, suspend access, block traffic, reset credentials or take other proportionate protective action where it reasonably believes that systems, Services or data are at risk.

12.4 Unless expressly included in the Order, investigation, containment, recovery, forensic work, regulatory assistance and remediation following a cyber incident are chargeable separately.

12.5 The Client remains responsible for maintaining appropriate internal policies, staff training, access controls, cyber insurance and business-continuity arrangements.

13. Backup, Retention and Disaster Recovery

13.1 Precept IT is responsible only for backup and recovery Services expressly identified in the Order.

13.2 The Order or applicable service schedule should identify the protected workloads, backup frequency, retention period and any agreed restore-testing arrangements.

13.3 The Client remains responsible for data, systems, devices and services that are not expressly included within a Precept IT backup service.

13.4 Backup is not the same as disaster recovery or business continuity. Recovery time objectives and recovery point objectives apply only where expressly stated in writing.

13.5 Precept IT does not guarantee that every individual file, item or version will always be recoverable. Precept IT will use reasonable skill and care to operate and monitor the agreed backup service.

13.6 Restoration, disaster recovery and extensive data-recovery work may be chargeable unless expressly included in the Order.

13.7 Where the Client’s systems, connectivity, retention requirements, actions or omissions prevent adequate backup or recovery, the Client accepts the resulting risk.

14. Microsoft and Other Third-Party Services

14.1 Third-Party Services are subject to the relevant supplier’s terms, licensing rules, acceptable-use policies, commitment periods and technical limitations.

14.2 By ordering a Third-Party Service, the Client authorises Precept IT to accept or administer applicable supplier terms on the Client’s behalf where required.

14.3 The Client remains liable for all charges during a non-cancellable supplier commitment period, including where the Client ceases using the service or terminates other Services.

14.4 Microsoft and other subscriptions may be supplied on monthly, annual or multi-year commitment terms. The applicable commitment will be stated in the Order or determined by the subscription selected by the Client.

14.5 The ability to cancel, reduce or amend a subscription is subject to the supplier’s rules. Precept IT cannot guarantee that a supplier will permit a cancellation, refund or reduction.

14.6 Precept IT may pass through supplier price increases and changes in licensing, taxation or currency.

14.7 Precept IT is not responsible for the availability, performance, functionality or continued supply of a Third-Party Service to the extent it is controlled by the relevant supplier.

14.8 Precept IT may replace a Third-Party Service with a materially equivalent alternative where reasonably necessary, provided the overall contracted service is not materially reduced.

15. Hardware and Delivery

15.1 Hardware purchases may also be subject to Precept IT’s Hardware Supply Terms and Conditions.

15.2 Delivery dates are estimates unless expressly confirmed as guaranteed in writing.

15.3 Risk in hardware passes to the Client on delivery. Ownership does not pass until Precept IT has received payment in full for the relevant hardware.

15.4 Manufacturer warranties apply subject to the relevant manufacturer’s terms. Precept IT does not provide an additional manufacturer warranty unless expressly stated.

15.5 Special-order, configured, personalised or opened products may not be cancellable or returnable except where defective or where otherwise agreed.

15.6 Freight, installation, configuration, travel and disposal are chargeable unless expressly included in the Order.

16. Service Levels and Support

16.1 Standard helpdesk support is available during Business Hours unless the Order includes enhanced or out-of-hours support.

16.2 Support requests should be submitted using the contact methods notified by Precept IT. A request is treated as received when it is recorded in Precept IT’s support system.

16.3 Target initial response times during Business Hours are:

• Priority 1, Critical: target initial response within 1 Business Hour.
• Priority 2, High: target initial response within 4 Business Hours.
• Priority 3, Normal: target initial response within 8 Business Hours.
• Priority 4, Low or Request: target initial response within 2 Business Days.

16.4 Priorities are determined by Precept IT acting reasonably, taking account of business impact, urgency, affected users and available workarounds.

16.5 A Priority 1 incident normally means a complete loss of a critical business service affecting most or all users, with no reasonable workaround. An issue affecting a single user will not normally be Priority 1.

16.6 Response targets are objectives for acknowledging and beginning assessment of a request. They are not guaranteed resolution times.

16.7 Service-level time will pause while Precept IT is waiting for access, information, approval, testing, equipment, a Client response or action by a third-party supplier.

16.8 Service levels do not apply to planned work, projects, change requests, unsupported systems, force majeure events, Third-Party Service failures or incidents caused by the Client or another supplier.

16.9 Hosted and monitored Services may operate outside Business Hours, but this does not mean that staffed helpdesk support is provided 24 hours a day unless expressly stated in the Order.

16.10 Planned maintenance will normally be undertaken outside Business Hours where reasonably practicable. Precept IT may perform emergency maintenance without advance notice where necessary.

17. Confidentiality and Intellectual Property

17.1 Each party must keep the other party’s confidential information confidential and use it only for the purposes of the Agreement.

17.2 Confidential information may be disclosed to personnel, professional advisers, associated companies, subcontractors and suppliers who reasonably need it and are subject to appropriate confidentiality obligations.

17.3 The confidentiality obligation does not apply to information that is public through no breach, already lawfully known, independently developed or required to be disclosed by law.

17.4 The Client retains ownership of Client Data.

17.5 Precept IT and its licensors retain ownership of their pre-existing materials, intellectual property, methodologies, scripts, tools, templates, documentation, configurations and know-how.

17.6 Unless expressly agreed otherwise, the Client receives a non-exclusive right to use deliverables created specifically for it for its internal business purposes after all applicable charges have been paid.

18. Data Protection

18.1 Each party will comply with applicable data-protection law, including the UK GDPR, the Data Protection Act 2018 and, where applicable, the EU GDPR and Irish data-protection law.

18.2 Where Precept IT processes personal data on behalf of the Client, the Client is the controller and Precept IT is the processor unless the circumstances require otherwise.

18.3 The processing will relate to the provision, administration, security, support, monitoring, backup and maintenance of the Services for the duration of the Agreement.

18.4 Personal data may include business contact details, account information, user identifiers, device and system information, support records, communications, files and other data accessible through the supported systems. Data subjects may include the Client’s staff, contractors, customers, suppliers and other authorised users.

18.5 Precept IT will:

• process personal data only on the Client’s documented instructions, including the Agreement and support requests, unless required by law;
• ensure that persons authorised to process personal data are subject to confidentiality obligations;
• implement appropriate technical and organisational security measures;
• assist the Client, taking account of the nature of processing and information available, with data-subject rights, security obligations, breach notifications and impact assessments;
• notify the Client without undue delay after becoming aware of a relevant personal-data breach;
• make available information reasonably necessary to demonstrate compliance;
• delete or return personal data at the end of the Services, at the Client’s choice, unless retention is required by law; and
• inform the Client if an instruction appears to infringe applicable data-protection law.

18.6 The Client gives general written authorisation for Precept IT to appoint sub-processors reasonably required to provide the Services. Precept IT will impose appropriate data-protection obligations on those sub-processors and make relevant information available on request.

18.7 Precept IT may replace or appoint sub-processors. Where required by applicable law, it will provide reasonable notice of a material change and allow the Client to raise a reasonable data-protection objection.

18.8 Personal data may be transferred internationally where a lawful transfer mechanism applies, including an adequacy decision, approved contractual clauses or another legally recognised safeguard.

18.9 Audits must be reasonable, proportionate, subject to confidentiality and normally conducted during Business Hours on reasonable notice. The Client will pay Precept IT’s reasonable costs of providing assistance beyond information ordinarily made available, unless the audit identifies a material breach by Precept IT.

18.10 The Client is responsible for ensuring that it has a lawful basis for processing, providing appropriate privacy information and issuing lawful instructions.

19. Warranties and Service Limitations

19.1 Precept IT will provide the Services with reasonable skill and care.

19.2 Except as expressly stated in the Agreement, all warranties, conditions and other terms implied by law are excluded to the fullest extent legally permitted.

19.3 Precept IT does not warrant that Services will be uninterrupted, error-free or completely secure, or that every issue can be resolved.

19.4 Precept IT is not responsible for delay, failure or loss caused by:

• the Client’s act, omission or failure to cooperate;
• incorrect or incomplete information;
• unsupported or end-of-life systems;
• unauthorised changes by the Client or another supplier;
• failure to follow a documented recommendation;
• a Third-Party Service or telecommunications provider;
• failure of power, connectivity, hardware or infrastructure outside Precept IT’s control; or
• an event beyond Precept IT’s reasonable control.

20. Limitation of Liability

20.1 Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability that cannot legally be limited or excluded.

20.2 Subject to clause 20.1, Precept IT’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort, negligence, breach of statutory duty or otherwise, will not exceed the total charges paid or payable by the Client under the affected Agreement during the 12 months immediately preceding the event giving rise to the claim.

20.3 Subject to clause 20.1, Precept IT will not be liable for:

• loss of profit;
• loss of revenue;
• loss of business or opportunity;
• loss of anticipated savings;
• loss of goodwill or reputation;
• indirect or consequential loss; or
• loss arising from a Client decision made contrary to Precept IT’s documented advice.

20.4 Where Client Data is lost or corrupted due to a breach by Precept IT, Precept IT’s responsibility will be limited to the reasonable cost of restoring the affected data from the most recent usable backup available under an agreed backup service, subject to the overall liability cap.

20.5 The Client must take reasonable steps to mitigate any loss and notify Precept IT promptly after becoming aware of circumstances that may give rise to a claim.

20.6 Nothing in this section creates liability that would not otherwise exist.

21. Termination

21.1 Either party may terminate the affected Agreement if the other party commits a material breach and fails to remedy it within 30 days after receiving written notice requiring it to do so.

21.2 Precept IT may terminate or suspend the Agreement immediately where the Client:

• becomes insolvent or ceases trading;
• repeatedly fails to pay undisputed invoices;
• uses the Services unlawfully;
• creates a material security risk; or
• commits a breach that cannot reasonably be remedied.

21.3 If the Client purports to terminate during the Initial Term or a Renewal Term without a contractual right to do so, the Client remains liable for:

• charges due for Services already supplied;
• unavoidable Third-Party Service commitments;
• committed subscription and licensing charges;
• unpaid hardware, project and onboarding charges;
• reasonable transition and termination costs; and
• other losses recoverable in accordance with applicable law.

21.4 Termination does not affect rights, obligations or liabilities that arose before termination.

22. Exit, Data and Transition Assistance

22.1 On termination, Precept IT will take reasonable steps to facilitate an orderly transition, subject to payment of all undisputed outstanding charges.

22.2 Transition assistance, data exports, documentation preparation, meetings and work with a replacement supplier are chargeable at Precept IT’s standard rates unless expressly included in the Order.

22.3 The Client must return any equipment, access device or other property owned by Precept IT.

22.4 Precept IT may remove its licences, agents, management tools, monitoring tools and administrative access following termination.

22.5 At the Client’s written request, Precept IT will return or delete Client Data in its possession, subject to applicable law, technical limitations, backup cycles and reasonable charges for non-standard work.

22.6 Precept IT is not required to provide its proprietary tools, scripts, internal documentation, methodologies or other intellectual property.

23. Assignment, Transfer and Subcontracting

23.1 Precept IT may assign, transfer or subcontract its rights or obligations under the Agreement to an associated company or a successor to all or a material part of its business.

23.2 The Client will provide reasonable assistance required to give effect to such a transfer. A transfer under this section will not, by itself, give the Client a right to terminate the Agreement.

23.3 Precept IT may use suitably qualified subcontractors and third-party suppliers in delivering the Services.

23.4 The Client may not assign or transfer its rights or obligations under the Agreement without Precept IT’s prior written consent.

24. Force Majeure

Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, including widespread internet or telecommunications failure, supplier outage, power failure, industrial action, civil emergency, natural disaster, epidemic, war, terrorism, cyberattack of exceptional scale, governmental action or failure of critical infrastructure.

25. Notices

25.1 Formal notices under the Agreement must be in writing and sent by email or recorded delivery to the addresses stated in the Order or subsequently notified in writing.

25.2 Termination and non-renewal notices to Precept IT must be sent to accounts@precept.it.

25.3 An email notice is treated as received on the next Business Day after transmission, provided the sender does not receive a delivery-failure notification.

26. General

26.1 The Agreement constitutes the entire agreement between the parties concerning its subject matter and replaces prior discussions, representations and proposals relating to that subject matter.

26.2 No variation requested by the Client is effective unless agreed in writing by an authorised representative of Precept IT.

26.3 A failure or delay in exercising a right does not waive that right.

26.4 If any provision is found invalid or unenforceable, it will be adjusted or removed only to the minimum extent necessary, and the remaining provisions will continue in effect.

26.5 Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

26.6 Except for a permitted successor or assignee, a person who is not a party to the Agreement has no right to enforce it.

26.7 Provisions relating to payment, confidentiality, intellectual property, data protection, liability and exit will continue after termination where necessary to give them effect.

27. Changes to These Terms

27.1 Precept IT may update these General Terms and Conditions from time to time.

27.2 Updated terms will apply to new Orders accepted after their effective date.

27.3 For an existing recurring Agreement, a material update will apply from the start of the next Renewal Term where Precept IT has given at least 30 days’ written notice before that Renewal Term.

27.4 A change to these terms will not override a separately signed agreement unless the parties expressly agree in writing.

28. Governing Law and Jurisdiction

28.1 Unless a separately signed agreement expressly states otherwise, the Agreement and any non-contractual dispute arising from it are governed by the laws of Northern Ireland.

28.2 The courts of Northern Ireland will have exclusive jurisdiction, subject to any mandatory law that applies to the Client or the Services.

29. Contact Details

Precept IT Limited
Company number: NI607970
Registered office: Forsyth House, Cromac Square, Belfast BT2 8LA

London Office: Office 7, 35-37 Ludgate Hill, London EC4M 7JN
Belfast Head Office: Forsyth House, Cromac Square, Belfast BT2 8LA
Dublin Office: 51 Bracken Road, Sandyford, Dublin D18 CV48

Support: support@precept.it
Accounts and contractual notices: accounts@precept.it
General enquiries: hello@precept.it
Telephone: 0800 122 3010

Last Updated 2026