Terms &
Conditions

1. Agreement to Terms

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and GenMech AC, a Texas-based HVACR company (“GenMech AC,” “we,” “us,” or “our”). They govern your access to and use of GenMech AC’s services, website, communications, and any related deliverables (collectively, the “Services”).

By engaging GenMech AC’s Services, signing a Service Agreement or Statement of Work, making a payment, or otherwise using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our Services.

These Terms apply to all clients, prospective clients, website visitors, and any individuals or entities that receive communications from GenMech AC, including SMS messages sent as part of our A2P 10DLC messaging program.

2. Description of Services

GenMech AC provides commercial and residential HVACR services including, but not limited to: commercial HVAC installation and repair, chiller and boiler service, building automation systems, commercial refrigeration, residential HVAC repair and installation, preventative maintenance agreements, and related consulting services.

The specific scope, deliverables, timeline, and pricing for your engagement are defined in a separate Service Agreement or Statement of Work (“SOW”) entered into between you and GenMech AC. In the event of a conflict between these Terms and a signed SOW, the SOW controls for the specific terms it addresses. These Terms govern all other matters.

GenMech AC reserves the right to modify, suspend, or discontinue any aspect of its Services at any time with reasonable notice to active clients. We are not liable to you or any third party for any modification, suspension, or discontinuation of Services, provided that we fulfill obligations under any active SOW.

3. Client Responsibilities

The effectiveness of GenMech AC’s Services depends substantially on your participation, responsiveness, and provision of accurate information. You agree to:

• Provide accurate, complete, and current information about your property, equipment, and service needs.
• Respond to requests for approvals, feedback, and other inputs within the timeframes specified in your SOW or, where no timeframe is specified, within five business days.
• Maintain and provide valid access to all equipment, systems, and areas requiring service.
• Review and approve all deliverables within the review window specified in your SOW. Approval may be given in writing via email. Continued use of a deliverable without objection constitutes approval.
• Notify GenMech AC promptly of any changes that may affect the Services, including changes to your address, phone number, business hours, ownership, or relevant equipment.
• Ensure that all information and materials you provide to GenMech AC do not violate any applicable law.
• Use GenMech AC’s Services only for lawful purposes and in compliance with all applicable local, state, federal, and international laws and regulations.

4. Fees and Payment Terms

Fees

Fees for Services are set forth in your SOW. All fees are quoted and payable in U.S. dollars. GenMech AC reserves the right to adjust its standard rates upon written notice of no less than 30 days prior to the start of a new billing period. Rate adjustments do not apply retroactively to a current billing term.

Invoicing and Payment

Unless otherwise specified in your SOW, invoices are issued upon completion of service or monthly in advance of the service period. Payment is due within 15 days of the invoice date. GenMech AC accepts payment via check, credit card, or other methods specified at invoicing. Credit card payments may be subject to a processing fee as disclosed at the time of payment.

Late Payments

Invoices not paid within 15 days of the due date are considered past due. GenMech AC reserves the right to: (a) charge a late fee of 1.5% per month (or the maximum amount permitted by applicable law, whichever is less) on any outstanding balance; (b) suspend Services until the account is brought current; and (c) terminate the engagement in accordance with Section 11 of these Terms. You are responsible for all reasonable costs GenMech AC incurs in collecting overdue amounts, including attorney’s fees.

Disputed Invoices

If you believe an invoice contains an error, you must notify GenMech AC in writing within 10 days of the invoice date. Undisputed portions of any invoice remain due and payable. GenMech AC will work in good faith to resolve billing disputes promptly.

Taxes

You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities on your purchase of Services, excluding taxes on GenMech AC’s income. If GenMech AC is required to collect or remit taxes on your behalf, the applicable amount will be added to your invoice.

Refunds

Fees paid for Services that have been delivered or are in progress are non-refundable unless otherwise specified in your SOW or required by applicable law. If GenMech AC fails to deliver Services as specified in a signed SOW due to our own error or omission, we will, at our election, re-perform the affected Services or provide a prorated credit.

5. Intellectual Property

Client Content

You retain all ownership rights in the content, materials, data, trademarks, logos, and other intellectual property that you provide to GenMech AC in connection with the Services (“Client Content”). By providing Client Content, you grant GenMech AC a non-exclusive, royalty-free license to use, reproduce, display, and distribute the Client Content solely to perform the Services.

Deliverables

Upon receipt of full payment for the applicable Services, GenMech AC assigns to you all right, title, and interest in the custom deliverables created exclusively for you under a signed SOW (“Work Product”), including any copyrights therein. This assignment does not apply to: (a) any pre-existing materials owned by GenMech AC or third parties that are incorporated into the Work Product; (b) general methodologies, frameworks, tools, templates, and know-how developed by GenMech AC; or (c) any third-party platforms, plugins, or software used to deliver the Services.

GenMech AC Materials

All content on GenMech AC’s website, including text, graphics, logos, and software, is the property of GenMech AC or its licensors and is protected by applicable intellectual property law. You may not reproduce, distribute, or create derivative works from any GenMech AC materials without prior written permission.

Portfolio and Case Study Rights

Unless you have submitted a written request to opt out, GenMech AC reserves the right to reference your business by name, display samples of Work Product, and describe the results achieved in its marketing materials, website, proposals, and case studies. We will not disclose confidential business information without your consent.

6. Confidentiality

Each party may have access to information that is confidential to the other party (“Confidential Information”). Confidential Information includes, but is not limited to: business strategies, financial data, client lists, pricing, technical systems, login credentials, and any information designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or service providers who need to know the information to perform their role and who are bound by comparable confidentiality obligations; and (c) use the other party’s Confidential Information only to perform its obligations under these Terms or a relevant SOW.

7. Representations and Warranties

Mutual Representations

Each party represents and warrants that: (a) it has full legal authority to enter into these Terms and any applicable SOW; (b) it will perform its obligations in compliance with all applicable laws; and (c) its performance will not violate any agreement with a third party.

Client Representations

You represent and warrant that: (a) all Client Content you provide is accurate and does not infringe the intellectual property rights, privacy rights, or other rights of any third party; (b) you have obtained all necessary consents and permissions to provide Client Content to GenMech AC; and (c) you will not use the Services for any unlawful, deceptive, or fraudulent purpose.

GenMech AC Representations

GenMech AC represents and warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. We do not guarantee specific outcomes such as equipment lifespan, energy savings, or system performance beyond manufacturer specifications. Environmental conditions, building usage, and equipment age affect results and are outside our control.

8. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. GenMech AC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GenMech AC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

This disclaimer applies to the maximum extent permitted by applicable law. Some jurisdictions do not allow the exclusion of implied warranties, so this disclaimer may not apply to you in full.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GenMech AC’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO GenMech AC IN THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL GenMech AC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, EVEN IF GenMech AC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification

You agree to indemnify, defend, and hold harmless GenMech AC and its officers, directors, employees, contractors, agents, licensors, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to: your use or misuse of the Services; your breach of these Terms or any applicable SOW; Client Content you provide to GenMech AC, including any claim that such content infringes the intellectual property or other rights of a third party; your violation of any applicable law or regulation; any dispute between you and a third party in connection with matters arising from the Services.

11. Term and Termination

Term

These Terms remain in effect for as long as you engage GenMech AC’s Services or maintain an account with us. The term of any specific Service engagement is set forth in the applicable SOW.

Termination by Client

You may terminate a Service engagement by providing written notice to GenMech AC per the notice period specified in your SOW. Where no notice period is specified, 30 days written notice is required. You remain responsible for all fees accrued through the termination date, including any fees for work in progress or prepaid services.

Termination by GenMech AC

GenMech AC may terminate a Service engagement or suspend access to Services at any time: (a) with 30 days written notice for any reason; (b) immediately upon your material breach of these Terms or your SOW, if the breach remains uncured 10 days after written notice; or (c) immediately if you fail to pay any amount due and do not cure the failure within 10 days of written notice.

Effect of Termination

Upon termination: (a) all rights granted to each party under these Terms terminate except as needed to wind down the engagement; (b) each party will promptly return or destroy the other party’s Confidential Information; (c) you will receive any completed Work Product for which full payment has been received; and (d) all payment obligations accrued before termination survive.

Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Representations and Warranties), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Indemnification), 14 (Dispute Resolution), and 15 (Governing Law) survive termination of these Terms.

12. SMS Messaging Terms (A2P 10DLC)

This section governs all SMS messages sent and received as part of GenMech AC’s A2P 10DLC messaging program. Your use of this messaging service constitutes acceptance of these terms.

Messaging Consent

By providing your mobile phone number to GenMech AC or opting in to receive SMS communications, you consent to receive text messages from GenMech AC including: appointment reminders, project status updates, billing notifications, service alerts, promotional offers, and other business communications. Message frequency will vary based on your engagement with our Services and your communication preferences.

Data Rates and Charges

Standard message and data rates may apply to any SMS messages you send or receive through our messaging service. These charges depend on the terms of your mobile carrier plan and are your responsibility.

Opt-Out Instructions

To stop receiving SMS messages from GenMech AC, reply STOP to any message at any time. You will receive a one-time confirmation message and will be unsubscribed from future SMS communications. To resume receiving messages after opting out, reply START. For help, reply HELP or contact us at general_hvac@yahoo.com.

Message Delivery

GenMech AC does not guarantee that SMS messages will be delivered without delay or failure. Delivery issues may occur due to factors outside our control, including network outages, carrier-level filtering, or device compatibility. We are not liable for any loss or damage resulting from undelivered or delayed messages.

Prohibited Use

You agree not to use your messaging communications with GenMech AC to transmit content that is unlawful, harassing, abusive, threatening, defamatory, obscene, or otherwise objectionable. Any misuse of the messaging service may result in immediate termination of messaging access.

Compliance with Telecommunications Law

Our SMS messaging program is operated in compliance with the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act where applicable, CTIA guidelines, and all applicable carrier requirements for A2P 10DLC messaging. Your use of this service constitutes your acknowledgment that you are the account holder or authorized user of the mobile number provided.

13. Third-Party Platforms and Services

GenMech AC’s Services may involve use of, integration with, or links to third-party platforms, tools, or services. GenMech AC does not own or control these platforms and is not responsible for their terms of service, privacy practices, availability, or performance.

Changes by third-party platforms may affect the results of our Services. Such changes are outside GenMech AC’s control and do not constitute a breach of these Terms or any SOW. GenMech AC will notify you of significant platform changes that materially affect your engagement and will recommend appropriate adjustments.

14. Dispute Resolution

Informal Resolution

Before initiating any formal dispute process, you agree to contact GenMech AC in writing at general_hvac@yahoo.com and attempt to resolve the dispute informally. GenMech AC will respond within 15 business days. If the dispute is not resolved within 30 days after your initial notice, either party may proceed with formal dispute resolution as described below.

Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that cannot be resolved informally shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, rather than in court. The arbitration shall be conducted in Midland, Texas, or by remote means if both parties agree. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a class, consolidated, or representative action. If this waiver is found to be unenforceable, the entire arbitration provision shall be null and void.

Exceptions

Notwithstanding the foregoing, either party may seek: (a) emergency injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute; and (b) claims that fall within the jurisdiction of a small claims court in Midland, Texas.

15. Governing Law and Venue

These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. To the extent any dispute is not subject to arbitration under Section 14, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Midland County, Texas.

16. Force Majeure

GenMech AC is not liable for any delay or failure to perform our obligations under these Terms or any SOW if the delay or failure results from causes beyond our reasonable control. This includes, but is not limited to: acts of God, natural disasters, pandemics, government actions, telecommunications or infrastructure failures, labor disputes, cyberattacks, or third-party platform outages. In such circumstances, GenMech AC will notify you promptly and work in good faith to resume performance as soon as reasonably practicable.

17. Changes to These Terms

GenMech AC reserves the right to modify these Terms at any time. If we make material changes, we will notify you by email at the address associated with your account and/or post a notice on our website at least 30 days before the changes take effect. Your continued use of the Services after the effective date of any change constitutes your acceptance of the updated Terms.

If you do not agree to any updated Terms, you must notify us in writing before the effective date and, if applicable, exercise your termination rights under Section 11.

18. General Provisions

Entire Agreement

These Terms, together with any signed SOW or Service Agreement, constitute the entire agreement between you and GenMech AC regarding the Services and supersede all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable, consistent with the original intent of the parties.

Waiver

GenMech AC’s failure to enforce any provision of these Terms shall not be deemed a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of GenMech AC to be effective.

Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without GenMech AC’s prior written consent. GenMech AC may assign these Terms without restriction in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this section is void.

Relationship of the Parties

GenMech AC is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship between you and GenMech AC. GenMech AC’s employees and contractors are not your employees and are not entitled to any benefits from you.

Notices

All legal notices under these Terms must be in writing. Notices to GenMech AC must be sent to: general_hvac@yahoo.com or by U.S. mail to GenMech AC, Midland, TX. Notices to you will be sent to the email or mailing address associated with your account.

Electronic Communications

You consent to receive communications from GenMech AC electronically, including via email and SMS where applicable. You agree that all agreements, notices, disclosures, and other communications delivered electronically satisfy any legal requirement that such communications be in writing.

By using GenMech AC’s Services, you acknowledge that you have read, understood, and agreed to these Terms and Conditions.