Account terms and conditions
Last updated: 19 December 2018 (version 2.3)
IMPORTANT INFORMATION: These are the terms and conditions of the agreement between us, PayrNet Limited, Kemp House, 152 City Road, London, EC1V 2NX and you, the person entering into the agreement in relation to your Trezeo Account. Please read these Terms and Conditions carefully before activating your Trezeo Account. These Terms and Conditions shall apply to all Customers.
1. Definitions & Interpretations
Trezeo Account: a non-interest bearing electronic business account which is issued by PayrNet Ltd maintained for the sole purpose of enabling Transactions;
Authorised: the act of authorising the payment transfer by successfully registering and submitting a payment command;
Available Balance: the value of unspent funds held on your Trezeo Account and available to use;
Business Day: Monday to Friday, 09:00 to 18:00, excluding bank and public holidays in the United Kingdom
Customer: the person who has applied successfully for an Account and who is the legally and financially responsible person to whom the Payment Services are provided by us;
KYC: Anti-Money Laundering Regulations' Know Your Customer regulatory requirement
mandate is the amount or proportion of your income that will be deposited by us into your current account from your Trezeo Account in each pay period.
Payment Services: means all payment and e-money services and any related services available to the Customer through the use of the Account and/or Card;
Security Details: the personalised security details of your Account, including your username, passwords, login and other security details relating to your Account and including any PIN codes or other security features of a device on which your Account is enabled;
Transaction: means any use of the Account including but not limited to: (i) making a payment from the Account to a third party via payment transfer or standing order and (ii) receiving a payment from a third party into the Account.
Trezeo: means Trezeo Limited, being a company registered in Ireland under company number 586176, having its registered office at Digital Exchange, Crane Street, Dublin 8, D08 HKR9, Ireland and UK Establishment registered at Epworth House, 25 City Rd, London, EC1Y 1AA
Trezeo Terms: means the contract between you and Trezeo, as may be amended from time to time;
Unique Identifier: means the combination of letters, numbers or characters we ask you to provide to us in order to identify unambiguously the other payment service user to the Transaction, or their account, which may include:
1. the relevant sort code and account code; or
2. the relevant IBAN number.
we, us or our: PayrNet Ltd as the issuer of the payment account; and
you or your: the Customer who has been provided with a Trezeo Account for use in accordance with these Terms and Conditions.
2. Contact Us
- Your Trezeo Account is provided by PayrNet Limited. The Payment Services are also provided by us. Trezeo is a technical service provider under the terms of the Payment Services Regulations 2009 and provides support to the provision of payment services to you by PayrNet Limited.
- Your Trezeo Account can be managed online through the Trezeo smartphone application (the "Trezeo App") or you can contact Trezeo to raise any questions regarding your Account or to report any security concerns regarding your Account or lost, stolen or compromised Security Details. You can contact Trezeo via the Trezeo App, by email to email@example.com or phone on 020 3051 4517.
- You can also contact PayrNet Limited to raise questions regarding your Trezeo Account or to report any security concerns regarding your Trezeo Account or lost, stolen or compromised Security Details. PayrNet Limited's email address is firstname.lastname@example.org.
3. Your Agreement with Us
- The issuer for Your Trezeo Account is PayrNet Limited. The Payment Services are also provided by us, and we are a registered company in England and Wales. Our Company Registration Number is 09883437. We are authorised as an e-money issuer by the Financial Conduct Authority (firm reference number: 900594). Our registered office is Kemp House, 152 City Road, London, EC1V 2NX.
- Details of our authorisation licence by the Financial Conduct Authority is available on the public register.
- Trezeo, is a technical service provider under the terms of the Payment Services Regulations 2009 and provides support to the provision of payment services to you by PayrNet Limited.
- You may only access your Account through the Trezeo App. The terms of your relationship with Trezeo are set out in the separate Trezeo Terms that will be presented to you before you open your Trezeo Account.
- These Terms and Conditions govern the relationship between us and you for the provision of the Trezeo Account and Payment Services by us to you. The Terms and Conditions also contain important warnings and information that may affect your rights and your ability to recover your money. By registering for a Trezeo Account, you shall be deemed to have accepted and fully understood the Terms and Conditions and you agree to comply with these by your use of the Trezeo Account and/or by indicating your acceptance.
- When you accept these Terms and Conditions, we will request certain information so that we may identify you and can comply with all applicable KYC and anti-money laundering requirements. We shall keep records of such information and documents in accordance with all applicable legal and regulatory requirements.
- Before executing a Transaction or carrying out a Payment Service, we may at our discretion carry out various checks with a view to the avoidance of money laundering and/or fraud.
- On activation of your Trezeo Account, we will also provide you with a corresponding account number and sort code to facilitate your execution of Transactions and the use of Payment Services.
- Your Trezeo Account will be denominated in sterling.
- The Available Balance on your Trezeo Account will not earn any interest.
- The Payment Services are payment services and not a credit or bank product, you must therefore ensure that you have a sufficient Available Balance to pay for each transaction, payment that you make using the Payment Services (including value added tax and any other taxes, charges and fees that are applicable). If for any reason a Transaction is processed and the Transaction amount exceeds the Available Balance, you must repay us the amount of such excess immediately and we shall be entitled to stop any existing or subsequent Transactions from proceeding.
- Only persons over 18 years of age are entitled to register for the Payment Services.
4. Service Limits
A Transaction may be restricted
- in accordance with any spending limits applied to your Account as notified to you at the point your Account is opened or if we subsequently agree a different limit;
- if we have reasonable grounds for concern regarding the security of your Account;
- in the event of suspected unauthorised or fraudulent use of your Account; or
- where executing them would conflict with law or regulation.
For anti-money laundering and anti-fraud reasons we reserve our rights to change particular payment restrictions (including from those published or included herein) without notice and to the extent required to meet our regulatory obligations.
Where you provide consent to a Transaction we may reserve an amount of your Available Balance until that Transaction is settled. Where there is a delay in settlement the amount will remain reserved (and you will not be able to use it) until the Transaction is either settled or cancelled.
Payment accounts we hold, including your Trezeo Account, may only be used exclusively for payment transactions. In the case of your Trezeo Account, held by us, all funds paid into the account are for onward transfer to either:
- Trezeo to meet fees and any repayments due on the customer's credit facility, or
- To meet payment orders to your nominated current account.
To safeguard against funds accumulating indefinitely in your Trezeo Account:
- Your Mandate is subject to mandatory reassessment on a regular basis to ensure it remains in line with the income being paid into your Trezeo Account and will be updated in our reasonable discretion to ensure funds do not accumulate indefinitely in your Trezeo Account.
- Any funds held in your Trezeo Account in excess of 12 weeks of your average income will be transferred to your nominated current account or another savings account that you have nominated for this purpose.
We shall not be liable to you if you are unable to use the Payment Services for any reason set out in this clause 4.
5. Use of the Services
- You must give consent to the execution of a Transaction for it to be authorised. Transactions from your Account may only be authorised through the Trezeo App.
- In order to authorise a Transaction through the Trezeo App, you must enter the relevant Transaction details and press the Confirm button. You agree that by pressing the Confirm button at the time of a Transaction you are confirming that you are providing consent for the Transaction to be processed.
- You can use the Payment Services to execute Transactions up to the amount of your Available Balance.
- The value of each Transaction will be deducted from the Available Balance. Subject as follows, once consent has been provided by you to a Transaction in your Account it cannot be revoked and for this purpose the time of receipt of your consent to the payment order is the time when you confirm the Transaction in your Trezeo App.
- Where you give consent for a series of recurring Transactions (such as a standing order) on your Account, your consent for each such Transaction will be deemed to be received on the day agreed for that Transaction. You can only revoke a recurring Transaction up until the end of the Business Day preceding the agreed day for payment. At the time you revoke a recurring Transaction, your consent for future Transactions in that series will also be withdrawn.
- The maximum time for a Transaction to be executed and transferred to the account of the payee's payment service provider is one Business Day after the point of receipt of a valid payment order. Where a payment order is received after the relevant cut-off time, the point of receipt shall be deemed to fall on the next Business Day. The relevant cut off time for Faster Payments on a Business Day is 5pm.
- Where you revoke consent to a recurring Transaction this will not alter, terminate or waive any obligations you have to the relevant payee and you will still be responsible for meeting whatever obligations you have agreed with that payee.
- You cannot perform Direct Debits from your Account. Any Direct Debits presented for payment will be rejected.
- We may refuse to authorise any use of the Payment Services which could breach these Terms and Conditions or if we have reasonable grounds for suspecting that you or a third party have committed or are planning to commit fraud or any other illegal use of the Payment Services.
- Your ability to use or access the Payment Services may occasionally be interrupted, for example if we need to carry out maintenance. Please contact Trezeo Customer Services to notify us of any problems you are experiencing using your Account and we will endeavour to resolve any problem.
6. Managing & Protecting Your Account
- You are responsible for taking all reasonable steps to keep safe and not share with anyone the personalised security details of your Account, including your username, passwords, login and other security details relating to your Account and including any PIN codes or other security features of a device on which your Account is enabled.
- If you forget any of your registration details you should contact Trezeo in accordance with the details of clause 2 for instructions on how to retrieve them.
- The Trezeo Account is personal to you and only you should use it and the associated Payment Services.
- You should contact us or Trezeo without undue delay on becoming aware of the loss, theft, misappropriation or unauthorised use of:
- your Security Details; or
- a device you use to access your Account where your Security Details are embedded, retained or pre-configured on that device.
- Failure to comply with clause 6.1 and/or 6.4 may affect your ability to claim any losses in the event that we can show that you have intentionally failed to keep the Security Details safe or you have acted fraudulently or with gross negligence or notified us with undue delay after becoming aware of a cause for concern. In all other circumstances your maximum liability shall be as set out below at clause 11.
7. Identity Verification
- Where applicable if you enter into transactions over the internet, some websites require you to enter your name and address. In such cases, you should supply the most recent address which has been registered with us by the Customer as the Account address. The Account address is also the address to which we will send any correspondence.
- You must notify us within 7 days of any change in the Account address or your other contact details. You can notify us via the Trezeo App or by contacting Trezeo Customer Services who may require you to confirm such notification in writing. You will be liable for any loss that directly results from any failure to notify us of such a change as a result of undue delay, your gross negligence or fraud. We will need to verify your new Account address and shall request the relevant proofs from you.
- We reserve the right at any time to satisfy ourselves as to your identity and home address (for example, by requesting relevant original documents) including for the purposes of preventing fraud and/or money laundering. In addition, at the time of your application or at any time in the future, in connection with your Account, you authorise us to perform electronic identity verification checks directly or using relevant third parties.
8. Cancelling Services
- You may terminate these Terms and Conditions and initiate the closure of your Account and redemption of your funds by giving one month's notice to us of your wish to terminate and claim a refund of your unused funds. You must e-mail your notice to us from the e-mail address you provided when registering your Account, at which point we will suspend all further use of your Account and Payment Services. However, you will still remain liable to us for any Transactions that were authorised by you prior to your request for termination and that are presented to us by a merchant or other third party after you have made the termination request.
- Notwithstanding the liability provisions of clause 8.1, once the Payment Services have been cancelled, you will still have an obligation to pay any merchants or other third parties you have established recurring or future transactions or payments with. It is your responsibility to contact them to re-establish a new method of payment.
- Once we have received all the information we require from you to close your Account (including, but not limited to, information enabling us to conduct verification checks) and all Transactions and applicable charges have been processed, we will close your Account and refund to you any Available Balance less any charges payable to us, provided that we are not required to withhold your Available Balance by law or regulation, or at the request of the police, a court or any regulatory authority.
- If, following your termination request, we are unable to refund you the Available Balance as the information you have provided to us is incomplete or incorrect, we will retain your Available Balance for a period of six years during which period you may request the redemption of your Available Balance. Following the end of the six year period, your Available Balance will be forfeited and your Account will be closed.
- If, following reimbursement of your Available Balance, any further Transactions are found to have been made or charges incurred or we receive a reversal of any prior funding transaction, we will notify you of the amount and you must immediately repay to us such amount on demand as a debt.
9. Right to Cancel ("Cooling-Off")
You have a right to withdraw from this Agreement under the following conditions:
- You have a "Cooling Off" period of 14 days beginning on the date of the successful registration of your Account to withdraw from these Terms and Conditions and cancel the Payment Services, without any penalty but subject to deduction of any reasonable costs incurred by us in the performance of any part of the provision of services before you cancel. You must contact us within this 14 day period and inform us that you wish to withdraw from this Agreement and you must not use the Payment Services. We will then cancel the Payment Services and reimburse the amount of Available Balance on the Account to you. However, we reserve the right to hold the Available Balance for up to 30 Business Days from receipt of your instructions before returning the balance, to ensure that details of all transactions have been received.
- After the Cooling-Off period you may only cancel the Payment Services as described in clause 8.
10. Our right to terminate or suspend your Trezeo Account
- We may terminate this agreement with you on written prior notice by email of at least 30 days.
- Where your Account receives no payment transactions within the 3 months of opening or your Account or is dormant for 6 months or more, we will terminate this agreement under this clause 10.1 where instructed to do so by Trezeo.
- We may also terminate this agreement with you in accordance with clause 19.2.
We may terminate or suspend, for such period as may reasonably be required, your use of the Payment Services at any time, without prior notice:
- if we reasonably believe that you have used or are likely to use the Payment Services, or allow them to be used, in breach of these Terms and Conditions or to commit an offence;
- if we suspect any Available Balance may be at risk of fraud or unauthorised use;
- if we suspect that you have provided false or misleading information; or
- by order or recommendation of the police or any relevant governmental or regulatory authority.
Where your Account is terminated you may redeem your Available Balance and shall be entitled to do so for a period of six years after the date termination, after which period your Available Balance shall be forfeited.
- We shall not be liable to you if you are unable to use the Payment Services for any reason set out in this clause 10.
- For the avoidance of doubt, the obligations in clauses 3.1, 3.11, 4.2, 5.8, 6.1, 6.4, 6.5, 7.2, 7.3, 8.2, 8.4, 8.5, 9, 10.4 – 10.6, 11, 13, 14, 16– 18, 19.3, 19.4 and any other clauses that are necessary for their interpretation or reasonably needed to survive, shall continue after and notwithstanding termination of this Agreement.
- Neither you nor PayrNet shall be liable to the other for indirect or consequential loss or damage (including without limitation loss of business, profits or revenues), incurred in connection with this Agreement, unless required to be so liable under applicable regulations.
Incorrect or defective execution of Transactions.
We will be liable to you for the correct execution of a Transaction unless we can prove to you and, where relevant, the payee's payment service provider, that the payee's payment service provider received the amount of the Transaction within the time limits set out in clause 5.5. We shall not be liable:
- for any incorrectly executed transactions or unauthorised transactions that you notify to us with undue delay after you become aware of them, or in any event that are notified to us more than 13 months following the debit date; or
- for any Transaction that is executed incorrectly, but that we executed in accordance with the Unique Identifier provided to us by you, provided that we shall take reasonable efforts to recover any funds involved in the Transaction.
- You will be liable for any losses arising from unauthorised Transactions where you acted:
- with intent or gross negligence in notifying us with undue delay of any loss, theft, misappropriation or unauthorised use of your Security Details, including the loss of a device on which remote access to your Account is enabled;
- fraudulently; or
- with intent or gross negligence in failing to use the Account in accordance with these Terms and Conditions.
Subject to clause 11.4, you will be liable up to a maximum of £50 for any losses incurred in respect of unauthorised Transactions arising:
from the use of lost or stolen Security Details where the loss arises before you have notified us of the loss or theft of the Security Details in accordance with clause 6.4; or
where you have failed to keep the Security Details safe, from the misappropriation of your Security Details or of a device on which your Security Details are retained, embedded or pre-configured.
Unless you have acted fraudulently, you will not be liable for any losses incurred in respect of any unauthorised Transactions if:
- the loss arose after you notified us of a security breach in accordance with clause 6.4;
- we failed to provide you with the means of notifying us; or
- the Transaction was in connection with a relevant distance contract. "Distance contracts" for the purposes of this clause do not include contracts for certain financial services, rent for residential purposes, certain package holidays, travel or tours, or certain food, beverage or other goods intended for current household consumption and which are regularly supplied by a company or trader to your residence or workplace.
- To the fullest extent permitted by relevant law our total liability under or arising from this Agreement shall be limited as follows:
- where your account is faulty due to our default, our liability shall be limited to replacement of the services and/or, if relevant, restore your Available Balance to the state it would have been in but for our default;
- where sums are incorrectly deducted from your Available Balance due to our fault, our liability shall be limited to payment to you of an equivalent amount and restoration of your Available Balance to the position it would have been in; and
- in all other circumstances of our default, our liability will be limited to repayment of the amount of the Available Balance.
- Nothing in this Agreement shall exclude or limit either Party's liability in respect of death or personal injury.
- No party shall be liable for, or be considered in breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any abnormal or unforeseeable circumstances which are beyond such Party's control where the consequences of this are unavoidable despite all reasonable efforts to the contrary and which such Party is unable to overcome by the exercise of reasonable diligence.
12. Refunds for Transactions
- A Transaction shall be considered to be unauthorised if you have not given your consent for the Transaction to be made.
- If you believe that a Transaction has been made without your consent you should contact us in accordance with clause 2, promptly and without undue delay.
- A claim for a refund of an authorised Transaction must be made within 13 months from the date on which the funds were deducted from your Available Balance. When we receive your claim for a refund we will either refund the full amount of the Transaction or provide you with justification for refusing the refund.
- If you are not satisfied with the justification provided for refusing the refund or with the outcome of your claim for a refund, you may submit a complaint to us or contact the complaints authority as described in clause 13.
- Where any request, transaction, disputed transaction, arbitration or reversed transaction involves third party costs you maybe liable for these and they will be deducted from your account or otherwise charged to you.
13. Payment Disputes
- We aim to provide customers with easy access to our customer services team who receive record, investigate and respond to complaints. Any payment going to third parties must be resolved directly with the relevant third party.
- We take complaints very seriously and value the opportunity they provide to assist us with reviewing the way we do business and helping us meet our customers' expectations. Our primary aim is to resolve any complaints that you may have as quickly and effectively as we can and consequently have documented the steps to be taken below.
- In the first instance, your initial communication will be with Trezeo Customer Services who will aim to respond to your complaint within five working days. If, having received a response, from Customer Services you are unhappy with the outcome, please contact the Complaints Officer of PayrNet Ltd directly in writing at Kemp House, 152 City Road, London, EC1V 2NX or via email on email@example.com.
- If the Complaints Officer is unable to respond to your complaint immediately, you will receive confirmation that your complaint has been received and a formal investigation will be conducted. It is anticipated that you will receive a formal response of their findings within four weeks.
- If you are dissatisfied with the response you receive Complaints Officer of PayrNet Ltd you may refer your complaint further, please contact the Financial Ombudsman Service at South Key Plaza, 183 Marsh Wall, London, E14 9SR. Details of the service offered by the Financial Ombudsman Service are available at www.financialombudsman.org.uk
- You must provide us or Trezeo with all receipts and information that are relevant to your claim.
- If our investigation shows that we have incorrectly deducted money from your Available Balance, we shall refund the amount to you. If we subsequently establish that the refunded amount had been correctly deducted, we may reverse the refund on reasonable notice to you.
- In relation to any dispute between you and a Merchant, provided you are able to satisfy us that you have already made all efforts to resolve the dispute with the relevant Merchant, we will attempt to assist you so far as is reasonably practicable. If there is an un-resolvable dispute with a Merchant in circumstances where your E-Wallet Account has been used for a Transaction, you will have to resolve this directly with the relevant Merchant.
14. Personal Data
- Both Trezeo and us are the data controllers for your personal data and will process personal data given to us in connection with your Account in order to administer your Account and provide you with services relating to the Account and this Agreement.
- We may check your personal data with other organisations, and obtain further information about you in order to verify your identity and comply with applicable money laundering and governmental regulations. A record of our enquiries will be left on your file. In accordance with our Privacy Notice and applicable legislation, we may provide personal data supplied by you to certain third parties (including data processors) who perform a compliance and audit function for us or who assist us with performing our obligations and exercising our rights under this Agreement. These third parties may be located outside the European Economic Area where different data protection standards may apply. In particular, you consent to the transfer of your personal data to companies affiliated to us which are located in the United States of America for the purposes of data storage and processing. We may also disclose your personal data as required by law or any competent authority.
- By agreeing to these Terms and Conditions, you acknowledge and agree to our processing of your personal data in this way.
- You have the right to receive certain information concerning the personal data we hold about you and to rectify such data where it is inaccurate or incomplete.
- You have also seen our Privacy Notice document and acknowledge and agree to the provisions thereof (as amended from time to time).
15. The Terms and Conditions
- We may update or amend these Terms and Conditions from time to time. Notice of any changes will be given on the website or by notification by e-mail or by means of mobile device at least 1 month in advance. By continuing to use the Payment Services after the expiry of the 1 month notice period you acknowledge that you indicate your acceptance to be bound by the updated or amended Terms and Conditions. If you do not wish to be bound by them, you should terminate the Terms and Conditions before the 1 months lapses in accordance with clause 8.1 which you may do without charge.
- These Terms and Conditions and all information are originally provided to you in English. If a document is translated into another language you agree that this is done for your own benefit and if there are any discrepancies between the translated version and the English language version the text of the English language version shall prevail.
- At any time during the contractual relationship you shall have the right to receive, on request, these Terms and Conditions free of charge.
- We do not intend that any of the terms of this Agreement will be enforceable by a person not a party to it.
- Any waiver or concession we may allow you will not affect our strict rights and your obligations under this Agreement.
- The Customer agrees that they will not use the Payment Services in an illegal manner and you agree to indemnify us against any claim or proceeding brought about by such illegal use of the Payment Services.
- This Agreement and the documents referred to in it, constitute the entire agreement and understanding between you and us and supersede any previous agreement between us relating to the subject matter of this Agreement.
- Statements, notices and other communications to you may be sent to the mail or e-mail address provided by you or by postings on the website or other reasonable means. Statements, notices and other communications you make to us may be made to the Trezeo Customer Care Team using the details set out in clause 2, or to PayrNet Limited using the details set out in clause 2.3.
- If any provision of this Agreement shall be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
17. Funds Protection
Your funds are held in segregated accounts in accordance with relevant legislation and will receive protection under law in the event that PayrNet became insolvent. This means that if PayrNet became insolvent, funds in your payment account will be ring fenced from claims made by any other creditors.
18. Regulation & Law
- The Account and the Payment Services are payment products and not deposit, credit or banking products and as such they are not covered by the Financial Services Compensation Scheme.
- To the fullest extent permitted by law and without affecting your legal rights as a consumer, this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England & Wales and the courts of England & Wales shall have exclusive jurisdiction in relation to the same.
19. Additional terms arising from your relationship with Trezeo
- As a condition of opening an Account, you must also agree to the Trezeo Terms. The provisions of this clause 19 apply as a consequence of your relationship with Trezeo under the Trezeo Terms.
- We may terminate this Agreement on one months' written notice where your relationship with Trezeo is terminated in accordance with the Trezeo Terms.
- Transfer of your Trezeo Account.
- You may not transfer any of your rights or obligations under these Terms and Conditions.
- We may transfer our rights and/or obligations under these Terms and Conditions to a third party selected by Trezeo (which may include Trezeo) by notifying you in writing. By agreeing to these Terms and Conditions you consent to any such transfer, provided that the transfer of any obligations does not impair your rights to be provided with the services set out in these Terms and Conditions by an appropriately licenced party in accordance with these Terms and Conditions. Situations where we may exercise this right include (but are not limited to):
- if for any reason our regulatory permission to provide the Accounts is withdrawn;
- following termination of our relationship for any reason with Trezeo; and
- following the request of Trezeo.
- We may also assign our rights, interest or obligations under this Agreement to any third party (including by way of merger, consolidation or the acquisition of all or substantially all of our business and assets relating to the Agreement) upon 1 month's written notice, provided that; (i) doing so shall not adversely affect your rights or obligations under this Agreement; and (ii) the assignee is to Trezeo's reasonable satisfaction able to provide an equivalent level of service and regulatory and commercial assurance to you.
- In the event of a proposed transfer under clause 19.3.3, or where your relationship with us is terminated and it is proposed that you enter into a new contract with a third party selected by Trezeo in similar circumstance to those described in clauses 19.3.3, you agree that we may share your personal data with the proposed alternative Account provider for that purpose and that we and the alternative Account provider may contact you to discuss and take steps to implement the proposed transfer or a replacement service.