“Mycelia-Academy”, “we”, “us”: Mycelia-Academy Belgium nv with registered office at Veldeken 29, 9850 Deinze (Nevele), with company no. BE 0774 965 563.
The “Buyer”: The company to whom Mycelia-Academy supplies services, licences or goods(collectively the “Products”) of any kind.
1.1 Application – These Terms of Business (“Terms”) apply to all the Services for which the Client has engaged Mycelia-Academy and all licences and goods sold to the Client.
1.2 Contract – The Contract between Mycelia-Academy and the Client consists of (i) Agreement Letter and (ii) these Terms. If anything in these Terms is inconsistent with the Agreement Letter, these Terms take precedence, unless the Agreement Letter specifically amends any of them.
1.3 Commencement – The Contract will start on the earlier of (i) the agreed start date or (ii) the actual date of the commencement of the Services.
1.4 Interpretation – The following words and expressions have the meanings given to them below:
Deliverable – the result of the Services.
Services – the Services to be performed by Mycelia-Academy, as set out in the agreement or, if no agreement is signed or agreed, as agreed in writing or orally.
Except in so far as otherwise explicitly agreed in writing between Mycelia-Academy and the Buyer, these General Sales Terms & Conditions (the “Conditions”) will apply to all advertisements, quotations, tenders and agreements concluded between Mycelia-Academy and the Buyer, whether in writing or verbally, as well as to all negotiations undertaken between the parties (each a “Contract”). Any general or special terms and conditions used by the Buyer are hereby explicitly excluded.
2.1.1 Types of Services – The Agreement letter shall specify which type of Services are to be performed.
2.1.2 Services – Mycelia-Academy will use reasonable skill and care in the provision of the Services and the preparation of any Deliverables, which is to be considered a reasonable efforts obligation (inspanningsverbintenis / obligation de moyens). For all aspects not included in the Contract or out of the scope of the Services, it is the Client’s responsibility to seek independent expert advice. The Services are provided solely for the Client for the purposes set out in the Contract or in the relevant Deliverable.
2.1.3 Deliverables – The Client may not disclose a Deliverable to or discuss the Services with any third party or refer to the content of a Deliverable or the findings of Mycelia-Academy’s Services, except (i) as stated in the Contract, (ii) with Mycelia-Academy’s prior written consent.
The Client agrees to be liable towards Mycelia-Academy and the Mycelia-Academy Subcontractors and the Mycelia-Academy Service Providers in respect of any damage resulting from a breach of this clause by the Client or any of the above receiving parties as if it was the Client’s own breach unless the receiving party itself signed a release letter provided by Mycelia-Academy.
2.1.4 Disclaimer on liability –Mycelia-Academy expressly disclaims all liability, responsibility or duty of care towards anyone other than the Client in connection with the Services. The Client agrees to reimburse Mycelia-Academy and the Mycelia-Academy Subcontractors and the Mycelia-Academy Service Providers for any liability (including legal costs) that they may incur in connection with any claim by any third party (including, without limitation, the Client’s legal advisers) in relation to the Services.
2.1.5 Amendments or withdrawal of a Deliverable – In exceptional circumstances and after having notified the Client, Mycelia-Academy may decide to amend or withdraw a Deliverable when, in its professional judgment, it is appropriate to do so. This right of amendment or withdrawal shall also apply at any time when Mycelia-Academy subsequently discovers omissions or inaccuracies in the Deliverable that might affect its content.
Once amended or withdrawn, the original Deliverable may no longer be used by the Client. If the Client has already used the Deliverable with regard to third parties, the Client shall disclose the amendment or withdrawal of the Deliverable to the same parties and in the same manner as for the distribution of the original Deliverable.
2.1.6 Changes – Either Mycelia-Academy or the Client may request a change to the Services or the Contract. A change will be effective only when agreed.
2.1.7 Oral advice and non-final Deliverables – The Client may rely only on final written Deliverables and not on oral advice, draft Deliverables or other information. At Client’s request, Mycelia-Academy will confirm oral advice in a
2.1.8 Referring to the Client and to the Services – Mycelia-Academy may refer to the Client and to the Services in marketing materials, as long as Mycelia-Academy does not disclose the Client’s confidential information.
2.1.9 Performance of Services for others – The Client agrees that Mycelia-Academy may perform Services for the Client’s competitors or other parties whose interests may conflict with the Client’s, as long as Mycelia-Academy does not disclose the Client’s confidential information.
2.2.1 Unless otherwise stipulated in writing, all quotations are given for information purposes only, and thus without engagement, and may be amended at any time. Assignments and acceptances of offers by the Buyer are regarded as irrevocable.
2.2.2 An agreement with Mycelia-Academy is only established when Mycelia-Academy has confirmed the order in writing within 8 days following its receipt or when it has started performing the work. Possible additions or amendments shall only bind Mycelia-Academy if confirmed in writing by Mycelia-Academy.
2.3 Mycelia-Academy reserves the right to refuse to enter into, and to cancel any order or agreement, placed under this Contract if Mycelia-Academy in its sole discretion judges or determines that the entry into such order or agreement, the supply of services or goods or the performance of the transaction to which such order or agreement relates would violate any applicable law or regulation. The Buyer agrees that any such refusal or cancellation by Mycelia-Academy will not constitute a breach of any obligation under this Contract and hereby waives any and all claim against Mycelia-Academy for any loss or expense, including consequential damages, that the Buyer may incur by virtue of such refusal or cancellation.
3.1 Information –The Client will provide accurate and complete information to Mycelia-Academy in a timely manner. The Client will ensure that it has secured the requisite right, consent and permission to disclose to Mycelia-Academy any third party information, materials, software, or hardware in connection with the Contract.
3.2 Interdependence – Mycelia-Academy’s performance depends on the Client performing its obligations under the Contract. Mycelia-Academy is not liable for any loss arising from the Client not fulfilling its obligations.
4.1 Fees – The Client agrees to pay Mycelia-Academy for its Services. Any estimate Mycelia-Academy may give to the Client is not binding.
4.2 Basis of fees – Mycelia-Academy’s fees may reflect not only time spent, but also such factors as complexity, urgency, inherent risks, use of techniques, know-how and research together with the level of skills and expertise required of the personnel needed to perform and review the Services. Mycelia-Academy’s fees may include any time spent traveling for the purpose of the Services that cannot be used productively for other purposes.
4.3 Hourly rates – Mycelia-Academy’s hourly rates may be periodically reviewed, and are available for the Client at all times.
4.4 Expenses – The Client will pay any reasonable out-of-pocket expenses incurred by Mycelia-Academy in connection with the Services, including the variable contribution on turnover that Mycelia-Academy is required to pay to the IBR/IRE.
4.5 Goods – The prices stated on price lists, quotations and order confirmations are indicative, and may be amended by Mycelia-Academy without prior warning until the agreement is finally concluded. Prices exclude taxes, import duties, mailing costs, insurance, permits and installation. Currency exchange fluctuations, import duties, insurance and freight charges and procurement prices of the components and services may cause Mycelia-Academy to amend its prices.
4.6 Taxes – The Client will also pay any taxes, including VAT, due in relation to Mycelia-Academy’s goods and Services. The Client will pay Mycelia-Academy the full amount of any invoice, regardless of any deduction that the Client is required to make under the law.
5.1 Delivery is considered complete upon departure from our storage facilities (EXW, Incoterms 2010). The Products always travel at the Buyer’s risk, even if they are being sent carriage free. The risk of loss, damage or destruction of the goods to be supplied by Mycelia-Academy is borne by the Buyer from the moment of departure from our storage facilities.
5.2 The method of transport, shipping, packaging, etc., is determined by Mycelia-Academy if no further indication is provided by the Buyer. Any specific requirements of the Buyer on the transport/ shipment will only be performed if the Buyer has declared that it will bear the corresponding costs.
5.3 The periods stated for delivery and implementation are not binding, and are only target dates. However, unless otherwise agreed upon e.g. for larger orders, Mycelia-Academy strives to have the Products ready for delivery within 8 weeks. Failure to meet the said time of delivery does not in any event, provide grounds for the cancellation of an order or agreement, nor does it entitle the Buyer to any kind of compensation.
5.4 Mycelia-Academy explicitly reserves the right to deliver by installments, each of which will qualify as partial sale. The delivery of an order by installments cannot in any event justify the refusal to pay for the Products supplied.
5.5 In the event that the Products supplied are damaged or incomplete, or in the event of any error, missing weight or any other type of irregularity, the Buyer is obliged to refuse to accept the Products on delivery or to only accept them subject to a written reservation. Every complaint relating to the Products delivered must be sent to us in writing within 10 working days as from the receipt, with a reference to the dispatch note. After 10 working days, the Products will be deemed to have been finally and irrevocably accepted by the Buyer and no further complaints will be taken into consideration.
5.6 No goods may be returned without our written permission. Such permission will not in any way imply that the goods have been acknowledged by Mycelia-Academy as being defective or not in conformity. Goods being
returned, in whatever way they are being sent, remain at the Buyer’s risk and will be sent to our warehouse, carriage free.
5.7 If the Buyer fails to give Mycelia-Academy adequate delivery instructions or unjustifiably refuses to accept the delivery of the Products, Mycelia-Academy is entitled to, without prejudice to any other right or remedy available:
(i) store the Products until actual delivery and charge Buyer for the reasonable costs thereof, including insurance costs, with a minimum of 10% of the value of the goods per month started; or
(ii) terminate the Contract forthwith and sell the Products. The Buyer shall bear any and all costs (including original and return carriage costs) associated with any unjustified refusal of delivery of Products ordered pursuant to a Contract.
6.1 The Products remain the property of Mycelia-Academy until the Buyer has fulfilled all its contractual obligations, including the payment in full of the sales price and any associated amounts (expenses, VAT, any compensation due, any late payment interest that is due, etc.). Until that moment in time, the Buyer must provide for adequate insurance for our Products and store them separately, and the Buyer is explicitly prevented from using the Products supplied, and more specifically from transferring ownership of them, changing them, leasing them, pledging them or encumber them with any form of security or preferential right whatsoever, and Mycelia-Academy remains entitled to recover the Products belonging to it at any time, or to demand their return. In so far as necessary, the preceding clause will be regarded as having been repeated for every single delivery. The Buyer undertakes to advise Mycelia-Academy immediately and by registered letter if:
(I) any third party imposes an attachment or otherwise files any claim with respect to the Products or any part of them;
(II) an application for bankruptcy is filed or a (provisional) moratorium on payments is requested; or
(III) the Buyer is clearly insolvent.
6.2 In the event of any attachment, bankruptcy or (provisional) moratorium on payments, or clear insolvency, the Buyer will immediately produce all documentation in relation to the Products to the court bailiff imposing the attachment, the trustee or administrator, and will also refer him/them to the provisions in clause 11 of these Conditions.
6.3 If requested by Mycelia-Academy, Buyer shall assign to Mycelia-Academy any rights Buyer may have against third parties, including its insurers, for loss or damage to our Products.
7.1 Specific types of loss – Mycelia-Academy cannot be liable for (i) loss or corruption of data from the Client’s systems, (ii) loss of profit, goodwill, business opportunity, anticipated savings or benefits, or (iii) indirect, punitive, special, exemplary or consequential loss or damage.
7.2 The obligations of Mycelia-Academy as a result of an attributable shortcoming or any other legal ground, are, at Mycelia-Academy’s choice, limited to (free) repair of the defect, replacement of the defective item and / or re-performance of the services provided, or reimbursement of the amounts received from the Buyer in connection with the poor performance, in which case the agreement is terminated as far as the poor performance is concerned.
7.3 Mycelia-Academy will in any case not be liable, either contractually or extra-contractually, for losses caused to persons or to Products, other than the Products supplied. This limitation of liability will also apply if, for whatever reason, our technicians offer or have offered advice, directly or indirectly, regarding the selection of the product to be used or as to how it is handled or used. All liability, warranties, conditions or terms implied by law are hereby excluded to the extent such exclusion is permitted by law.
7.4 Except as expressly provided in these Conditions, Mycelia-Academy shall not be liable to the Buyer for any financial, consequential, indirect or other loss or damage (including loss of profits, revenue, expected savings, use, records or data; costs of procurement of substitute Products, damage to reputation or goodwill) caused to the Buyer and arising out of or in connection with these Conditions or a Contract hereunder.
7.5 Mycelia-Academy shall not be liable for or responsible for treating any defect or other claim which arises from:
(i) normal wear and tear, misuse, negligence, accident, abuse, use not in accordance with standards of proper practice or in accordance with the conditions in the quotation or normal usage conditions set out in the catalogues, manuals or handbooks supplied to the Buyer, modification or alteration that was not authorized by Mycelia-Academy, or use in conjunction with a third party product;
(ii) Buyer’s negligence; or
(iii) the breach of Buyer’s obligations under this Contract.
7.6 The Buyer will not be in a position to file any complaint, on any ground whatsoever, after the period stated in these Conditions.
7.7 The Buyer shall indemnify Mycelia-Academy, its employees and any companies it has engaged for the performance of the Contract against any third-party claim in connection with Mycelia-Academy’s performance of the Contract, if these claims are exceeding Mycelia-Academy’s liability.
7.8 The Buyer is not entitled to extend or transfer the foregoing warranties to any other party.
7.9 Nothing contained herein shall be construed as excluding or limiting Mycelia-Academy’s liability for:
(i) personal injury or death resulting from Mycelia-Academy’s negligence;
(ii) its fraudulent misrepresentation; or
(iii) any matter for which Mycelia-Academy may not exclude or attempt to exclude its liability under applicable law.
8.1 All delivery and other obligations of Mycelia-Academy will be suspended in the event of force majeure. In such case, Mycelia-Academy is only obliged to deliver or perform its obligations to the extent possible. ‘Force majeure’ includes the following, although this is not an exhaustive list: war, mobilization of troops, embargo, partial or complete strike, lock-out, riot, epidemics, natural disasters, import and export restrictions, machinery failure, staff sickness, fire, explosion, accidents of any kind and any cause hampering the normal supply by our suppliers of raw materials, fuels and inventory for our normal production, transportation or dispatch, as well as all similar circumstances affecting Mycelia-Academy, its subcontractors or suppliers.
8.2 If a force majeure situation continues for more than two months, either party will be entitled to cancel the agreement without any right to compensation.
8.3 In case of unforeseeable economic events (such as modifications of charges of all types – other than those indicated in article 3, price increase of raw materials, fluctuations in exchange rates of more than 20% or other causes leading to a considerable increase of production costs) that result in the upheaval of the economic balance of the Contract, the affected party shall notify the other of said events, the parties will agree to carry out the necessary adjustments in order to preserve the good faith prevailing at the time of signature of the Contract so that it can be performed or continue to be performed without disproportionate prejudice to either party. If they do not reach agreement within two (2) months after the above mentioned notification, each of the parties may terminate the Contract, or the non-performed part of the order, all without compensation.
9.1 The Buyer may only re-sell the Products if he has become the legal owner of the Products in accordance with the provisions in these Conditions.
9.2 The Goods may only be resold in their original packaging, without modification. In the event of a re-sale, our liability is limited to the maximum liability provided for in clauses 6 and 7. If the Buyer sells any Goods before title has passed to Buyer in accordance with the Conditions in such a manner as to pass to valid title to the Products to a third party, the Buyer shall hold the proceeds of such sale and/or the right to claim or receive such proceeds of sale in trust for Mycelia-Academy, provided the foregoing shall not constitute Buyer as an agent of Mycelia-Academy for the purposes of any such resale.
10.1 Mycelia-Academy explicitly reserves all of its intellectual property rights, in the most extensive interpretation possible, including its patents, trademarks, trade names, copyrights, drawings, models and know-how. All of the intellectual property rights are and remain the exclusive property of Mycelia-Academy or third-party right-holders and never transfer to the Buyer.
10.2 The supply and/or use of the equipment in performance of the agreement thus consists of a simple use license stripped of any exclusivity and aimed at the Buyer’s particular needs.
10.3 The Buyer shall not use Mycelia-Academy’s name, brands names, logo or any other identification marks for the purpose of advertising or publicity without the prior written consent of Mycelia-Academy.
11.1 All amounts due to Mycelia-Academy are payable within 5 days as from the invoice date, without discount, deduction or offset. However Mycelia-Academy can ask for prepayment.
11.2 No payment made to our staff or representatives amounts to a discharge by us without a receipt from our accounting department.
11.3 Every complaint relating to an invoice must be sent to us, by registered letter with proof of delivery, stating the date and number of the invoice, within a time period of 10 working days as from the receipt of the invoice. After the expiration of this time period, the invoice will be considered as having been finally and irrevocably accepted by the Buyer, and no further complaint whatsoever will be taken into account. Under no circumstances shall a complaint justify suspension of payment.
11.4 Failure to pay an invoice on the due date, any application for an amicable or judicial settlement or deferred payment, or any other circumstance implying the Buyer’s inability to pay, will render all outstanding balances on all other invoices immediately payable, even if their balances have not yet become due, and will entitle Mycelia-Academy to demand the payment at the time of dispatch for quantities still to be delivered, for all current transactions or orders with the Buyer.
11.5 Any invoice or demand for payment that remains outstanding on the due date will be subject to interest, by operation of law and without the need for any proof of default, at the yearly rate of 8,5 percentage points, with each month that has commenced becoming due and also be increased with a fixed compensation of 15% of the outstanding amount, with a minimum of €75.
11.6 If no payment has been made on the due date, it is explicitly agreed between the parties that the Products may be taken back if Mycelia-Academy considers this to be appropriate, and in such cases, the Buyer will be obliged to pay a compensation for the reduction in value and/or loss of the Products, as well as for any other costs or damages encountered.
11.7 Failure to enforce one or more of the rights contained in this clause does not result in Mycelia-Academy renouncing the right to enforce any other rights provided for in this clause. Accepting negotiable instruments does not imply any renovation of debt, or any deviation from the Conditions.
11.8 In order to simplify invoicing in the event of several shipments, we may send out collective invoices.
11.9 For any order worth less than €500 net, or the equivalent of that amount, we will be entitled to charge administrative expenses. These administrative expenses amount to €50.
If the Buyer does not properly or timely fulfill an obligation to Mycelia-Academy, ceases its activities, is no longer solvent, is in a position of debt settlement, finds itself in state of bankruptcy, submits an application or request to that end, is going into liquidation or submits an application or request to open a reorganization procedure under the Law on the continuity of enterprises, all claims by Mycelia-Academy will become immediately due and payable, along with collection costs, and Mycelia-Academy will be entitled, without notice of default or judicial intervention to unilaterally:
(I) suspend the performance of any agreement until payment is adequately secured; and/or
(II) suspend all of its payment obligations; and/or
(III) terminate or cancel all of its agreements with the Buyer, either in whole or in part, as well as, at its discretion, any pending order; all without prejudice to its right to claim compensation for the damage caused and the other rights of Mycelia-Academy under any agreement, and without Mycelia-Academy being obliged to pay any compensation.
Notwithstanding any other provision in these Conditions, all sums outstanding under the Contract will become immediately due upon termination of the Contract.
13.1 The Buyer hereby confirms that it is familiar and will comply with all applicable legislation and regulation, by-laws and rules in relation to preventing bribery and corruption and hereby guarantees that it shall not take any action, make any payments, gifts or other promises to its customers, to government officials or to agents, directors, managers and employees of Mycelia-Academy or to any other party whatsoever in a manner that is in violation thereof. Nothing in these Conditions, including the Contracts concluded thereunder, shall result in Mycelia-Academy’s being liable to compensate the Buyer for any such payment provided or promised.
13.2 The Buyer shall comply with all laws and regulations applicable to the storage, use, handling, installation, registration and labelling of all Products as from their delivery and the disposal of all wastes and residues (including packaging) resulting from its use of the Products. The Buyer shall procure at its expense all permits and licenses required to use or store the Products.
13.3 The Buyer acknowledges that the goods to be supplied could be subject to national and/or foreign statutory provisions, restrictions and regulations for use, import and export controls and embargo, and may not be sold, leased out or otherwise transferred or used for purposes other than those agreed without export permits from the competent authorities. The Buyer declares it shall comply with all such laws and regulations including all applicable trade compliance control laws and regulations relating to the Products.
13.4 The goods supplied may not in any way whatsoever directly or indirectly be used in connection with the design, production, storage or use of chemical, biological or nuclear weapons or other military purposes.
13.5 Any breach by the Buyer of any of the obligations contained in this article 12 is a fundamental breach of the Conditions and shall give Mycelia-Academy the right to terminate the Contract with immediate effect, without prejudice to any other of Mycelia-Academy’s rights or means of redress under the Contract or the applicable legislation.
13.6 The Buyer shall indemnify, defend and hold Mycelia-Academy harmless from any liability, damage, costs or expenses and for each loss that Mycelia-Academy would suffer and that results from the violation or alleged violation by the Buyer of the obligations contained in this article 12.
The Buyer agrees that in the context of its sales process Mycelia-Academy and any agents or sub-contractors appointed by it may collect, store and use data from the Buyer, including personal data, for the purpose of fulfilling its obligations under this Contract as well as facilitating its marketing efforts and the sale of the Products. The processing of personal data is based on its necessity for the performance of the obligations contained in this Contract and the legitimate interests of Mycelia-Academy regarding its marketing activities and the sale of the Products. The data shall be stored as long as necessary for the sales process.
The Buyer shall receive Product and promotional information via email or other electronic means unless the Buyer notifies Mycelia-Academy in writing that it does not wish to receive such promotional information.
The Buyer shall ensure that when it provides data of third parties to Mycelia-Academy, the Buyer has obtained the approval of that third party for the use and processing of such data by Mycelia-Academy.
Mycelia-Academy will share data from the Buyer, potentially including personal data, with agents or sub-contractors and associated companies for the purpose of fulfilling its obligations under this Contract as well as facilitating its marketing efforts and the sale of the Products. The recipients may be located outside the European economic Area; e.g. United States of America.
In accordance with the EU General Data Protection Regulation the Buyer may have the right to request access to and rectification or erasure of personal data. The Buyer may request for a restriction of processing or may object to processing its personal data or use its right to data portability. The Buyer may also have the right to lodge a complaint with the supervisory authority. All the abovementioned requests to Mycelia-Academy should be made in writing.
15.1. Mycelia-Academy Technology – In the context of the Services, any Mycelia-Academy Technology made available to the Client is provided ‘as is’ without any express or implied warranties.
For access to the Mycelia-Academy Technology, Client must provide Mycelia-Academy with the names of the Client Users. Notwithstanding this, any third party can not be given access as a Client User, without specific written authorization from Mycelia-Academy.
Mycelia-Academy must promptly be informed by the Client of any changes to the Client Users list . It will remain the Client’s sole responsibility to periodically review the access rights of the Client Users.
Client shall remain responsible for all use and access of the Mycelia-Academy Technology by its staff/collaborators (including Client Users). Client is responsible for ensuring the Client Users are aware of and agree to be bound by the conditions for access (as communicated by Mycelia-Academy at the date of signature, and as later amended as the case may be). Client recognizes that all accesses (including the information posted) by its Client Users onto Mycelia-Academy Technology is done with its authorization. Any access credentials issued by Mycelia-Academy are unique to each Client User and must not be shared, even between Client Users.
15.2. Acceptable Use Policy
Use of the Mycelia-Academy Technology is subject to these terms.
Client agrees not to, and not to allow third parties to use the Mycelia-Academy Technology:
– or any interfaces provided with the Mycelia-Academy Technology, unless in connection with the Services or to access in a manner that interferes with Mycelia-Academy’s rights. No other express or implied right or license is granted.
– For any unlawful, invasive, infringing, defamatory or fraudulent purpose
– To violate, or encourage the violation of, the legal rights of others
– To involve use, delivery or transmission of any viruses, unsolicited emails, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or computer programming routines
– To test or reverse-engineer the Mycelia-Academy Technology in order to find limitations, vulnerabilities,…
– To grant multiple individuals access to an individual Client User account.
– To reproduce, duplicate, copy or distribute any portion of the Mycelia-Academy Technology, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Mycelia-Academy Technology, except as may be allowed by any applicable law; or to transfer, temporarily or permanently, any of its rights or attempt to do any of the foregoing.
If Mycelia-Academy considers that a breach of these terms has occurred, Mycelia-Academy may take such action as it deems appropriate, including, deleting inappropriate content, and/or suspending or terminating access to the Mycelia-Academy Technology. Mycelia-Academy reserves the right, at its discretion, to change or discontinue the offerings, content, information, functionality and availability of any aspect of the Mycelia-Academy Technology without cause and with immediate effect.
16.1 These Conditions may be amended by Mycelia-Academy. Mycelia-Academy will inform the Buyer about such changes via a message on its home page http://www. mycelia-academy.org, on the invoice, by e-mail or via written notification.
16.2 Any provision in these Conditions which is void or inapplicable shall have no effect on the validity of the other provisions. Any invalid clause will be replaced by another one that is appropriate.
16.3 Mycelia-Academy shall be entitled to carry out its obligations under the Contract through any agents or sub-contractors appointed by it in its absolute discretion for that purpose.
All Contracts are deemed executed at the registered office of Mycelia-Academy. These Conditions, including the Contracts concluded thereunder, are governed by Belgian law. Any dispute concerning their interpretation, implementation, performance and cancellation will be resolved exclusively by the Courts of Gent, Belgium. The Vienna Sales Convention does not apply.
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