1. Engagement and Acceptance
These Terms and Conditions (“Terms”) govern all consulting services provided to T’s THC.
Consultant’s acceptance of any engagement, payment, access to Company information, or
performance of services constitutes knowing and voluntary acceptance of these Terms.
2. Duty of Loyalty; Best Interests of the Company
Consultant acknowledges that, due to access to confidential information and influence over
Company business, Consultant owes the Company a duty of loyalty and good faith
performance under Minnesota law.
Consultant shall at all times:
Act in good faith
Use best efforts to advance the Company’s legitimate business interests
Refrain from any conduct that is adverse to the Company’s interests
3. Standard of Care
Consultant shall perform services in a manner consistent with:
Reasonable professional standards
Applicable laws and regulations
Company policies and lawful instructions
Consultant shall not engage in conduct that is negligent, reckless, willful, or intentionally
harmful to the Company.
4. Conflicts of Interest
Consultant represents and warrants that no conflict of interest exists that would impair
Consultant’s ability to act in the Company’s best interests. Any actual or potential conflict must
be promptly disclosed in writing and approved by the Company. Failure to disclose a conflict
constitutes a material breach.
5. Prohibited Conduct (Material Breach)
The following actions constitute material breaches of these Terms:
a. Acting contrary to the Company’s best interests
b. Misuse or unauthorized disclosure of confidential or proprietary information
c. Knowingly or negligently causing financial, operational, legal, or reputational harm
d. Interfering with Company relationships, contracts, or business opportunities
e. Making false, misleading, or disparaging statements about the Company
f. Self-dealing or undisclosed competing activities
6. Remedies; Restitution and Refund of Compensation
If Consultant commits a material breach that causes or materially contributes to harm to the
Company, Consultant agrees as follows:
a. Restitution / Refund
Consultant shall refund to the Company any compensation paid that is reasonably
attributable to services affected by the breach, including retainers, fees, or other payments.
The parties expressly agree that this refund:
Represents equitable restitution and compensation for harm, not a penalty
Is intended to prevent unjust enrichment
Reflects a reasonable estimate of damages that may be difficult to precisely quantify
b. Offset Rights
The Company may offset any amounts owed to Consultant against amounts subject to refund.
c. Additional Remedies Preserved
Refund or restitution shall not limit the Company’s right to pursue:
Actual damages
Injunctive or equitable relief
Attorneys’ fees and costs where permitted by law
7. Termination for Cause; Effect on Agreements
Any material breach permits the Company to immediately terminate the engagement for
cause.
Upon termination for cause:
Any outstanding payment obligations are extinguished
Any related consulting agreements may, at the Company’s option, be declared voidable
or terminated, consistent with Minnesota law
Consultant shall immediately cease representing the Company
Nothing herein shall be interpreted to retroactively void lawful obligations already fully
performed unless permitted by law.
8. Confidentiality (Survival)
Consultant shall maintain the confidentiality of all non-public Company information. This
obligation survives termination and is independent of payment or engagement status.
9. Independent Contractor Status
Consultant is an independent contractor and not an employee, partner, or agent of the Company.
Nothing herein creates an employment relationship.
10. Limitation on Consultant Claims
Consultant waives any claim for compensation arising from services performed in material
breach of these Terms, to the extent permitted under Minnesota law.
11. Governing Law and Venue
These Terms shall be governed by the laws of the State of Minnesota, without regard to
conflicts of law principles. Venue for any dispute shall lie exclusively in state or federal courts
located in Minnesota, and Consultant consents to personal jurisdiction therein.
12. Severability and Blue-Pencil
If any provision is held unenforceable, it shall be modified to the minimum extent necessary to
be enforceable under Minnesota law, and the remaining provisions shall remain in effect.
13. Entire Agreement; Modification
These Terms constitute the entire agreement regarding Consultant conduct and remedies unless
modified by a written agreement signed by both parties.
PURCHASE AUTHORIZATION TERMS AND
CONDITIONS
1. Authorized Contract Execution Required
No purchase agreement, supply agreement, sales agreement, purchase order, invoice,
confirmation, memorandum, or other contractual commitment (collectively, “Purchase
Agreement”) shall be valid, binding, or enforceable against T’s THC unless it is signed in
writing by an Owner of T’s THC.
2. Defined Owners Authorized to Bind the Company
The only individuals authorized to execute or approve any Purchase Agreement on behalf of
T’s THC are:
Therese Haugen — Owner
Christopher Konecne — Owner
No other person has authority to bind T’s THC.
3. No Actual, Apparent, or Implied Authority
No employee, manager, agent, consultant, contractor, or representative of T’s THC has actual,
apparent, implied, or ostensible authority to enter into, modify, or accept any Purchase
Agreement.
Third parties expressly agree they may not rely upon:
Oral statements
Emails or text messages
Invoices, order acknowledgments, or confirmations
Shipment, delivery, or receipt of goods
Negotiations, price discussions, or prior course of dealing
as evidence of a binding agreement absent a signed Owner authorization.
4. No Acceptance by Performance or Delivery
The shipment, delivery, receipt, inspection, storage, or use of goods or services by T’s THC shall
not constitute acceptance of any Purchase Agreement unless executed by an Owner.
5. Unauthorized Agreements Voidable
Any Purchase Agreement entered into without an Owner’s signature shall be deemed
unauthorized and voidable at the sole discretion of T’s THC, and unenforceable against T’s
THC to the maximum extent permitted under Minnesota law.
T’s THC shall have no obligation to pay for or return goods or services delivered pursuant to an
unauthorized agreement, except as required by law.
6. No Ratification Without Written Owner Approval
No act or omission by T’s THC—including partial payment, acceptance of goods, silence, or
continued discussions—shall constitute ratification of any Purchase Agreement unless
ratification is expressly stated in a written document signed by an Owner.
7. UCC § 2-207 (Battle of the Forms) — Express Override
To the fullest extent permitted under Minnesota Statutes § 336.2-207, the following applies:
a. Any terms or conditions proposed by a vendor, supplier, or counterparty—whether contained
in an invoice, acknowledgment, confirmation, shipping document, website, or other
communication—that are additional to, different from, or inconsistent with these Terms are
expressly rejected.
b. No such additional or different terms shall become part of any agreement between the parties,
regardless of shipment, delivery, performance, or payment, unless expressly agreed to in a
written agreement signed by an Owner of T’s THC.
c. Performance by T’s THC shall constitute acceptance only of these Terms, and not of any
vendor-proposed terms.
d. These Terms constitute a material alteration under UCC § 2-207, and any conflicting vendor
terms are null and void.
8. Burden on Counterparty
The burden of verifying proper authorization rests solely with the counterparty. Any party
dealing with T’s THC agrees to confirm Owner execution prior to performance or delivery.
9. Governing Law and Venue
These Terms shall be governed by and construed in accordance with the laws of the State of
Minnesota, without regard to conflicts-of-law principles. Venue for any dispute shall lie
exclusively in Minnesota state or federal courts.
10. Severability and Blue-Pencil
If any provision of these Terms is held unenforceable, it shall be modified to the minimum extent
necessary to be enforceable, and the remaining provisions shall remain in full force and effect.
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