1. Introduction
These user terms are designed to govern the relationship between SAKURA FUSION BUSINESS CONSULTANCY PTE. LTD. and Key Opinion Leaders (KOLs) engaging in advertising placement services. Our aim is to ensure a fair, transparent, and legally compliant cooperation environment that benefits both parties while adhering to the laws and regulations of Singapore. By using our services, you, as a KOL, agree to be bound by these terms. If you do not agree with any part of these terms, please refrain from using our services.
2. Cooperation Agreement
2.1 Definition of Terms
• SAKURA FUSION BUSINESS CONSULTANCY PTE. LTD. (the “Company”): Refers to the entity providing the KOL advertising placement services, with its registered office at 3 PHILLIP STREET, #10-04, ROYAL GROUP BUILDING, SINGAPORE 048693.
• Key Opinion Leader (KOL): An individual or entity with significant influence and a substantial following on social media or other digital platforms, who collaborates with the Company to promote brands and products through advertising content.
• Brand: Any commercial entity, organization, or individual seeking to promote their products, services, or brand image through KOL-based advertising campaigns facilitated by the Company.
• Advertising Placement Services: The services provided by the Company, which include matching KOLs with suitable brands, managing advertising campaigns, and handling related administrative and promotional tasks.
2.2 Purpose of Cooperation
The primary objectives of this cooperation are multifaceted. For brands, it is to enhance brand awareness, increase product or service visibility, and drive consumer engagement and sales. For KOLs, it is to monetize their influence, expand their professional network, and gain exposure to new brands and industries. Additionally, both parties aim to create high-quality, engaging advertising content that complies with Singaporean laws and regulations and ethical marketing standards.
2.3 Cooperation Term
The cooperation agreement shall have an initial term as specified in the contract signed between the KOL and the Company. This term may range from a few months to several years, depending on the nature of the advertising campaigns and the agreement reached between the parties. At the end of the initial term, the agreement may be renewed subject to the following conditions:
• Performance Metrics: The KOL must have met or exceeded the performance metrics set in the initial agreement, such as achieving a certain level of engagement rate, reach, or conversion rate for the brands promoted.
• Compliance: The KOL must have fully complied with these user terms, Singaporean laws, and any brand-specific requirements throughout the initial term.
• Mutual Consent: Both the KOL and the Company must mutually agree to renew the cooperation, with both parties expressing their willingness to continue the partnership in writing.
3. Content Creation and Publishing
3.1 Content Standards
KOLs are required to create advertising content that is in line with the brand's values, image, and marketing objectives. The content must be accurate, truthful, and free from any false or misleading information. For example, if promoting a skincare product, the KOL cannot claim that it cures a medical condition if such a claim has not been scientifically proven.
The content should also be respectful of Singaporean cultural values, laws, and social norms. It must not contain any content that is offensive, discriminatory, or promotes harmful behavior. For instance, content that promotes racial or religious hatred, or encourages illegal activities, is strictly prohibited.
3.2 Advertisement Identification
All promotional content created by KOLs must be clearly and conspicuously identified as advertising. This can be done by using tags such as “#ad”, “#sponsored”, or “Advertisement” at the beginning or end of the content. In video content, a visual or audio indication of the advertisement nature, such as “This video is sponsored by [Brand Name]”, should be included. The purpose of this is to ensure that consumers are aware that the content is a paid promotion and can make informed decisions.
3.3 Intellectual Property Protection
KOLs are responsible for ensuring that all materials used in the advertising content, including images, music, text, and graphics, have the necessary authorization or license. This means that if a KOL uses a copyrighted image in an advertisement, they must obtain the proper license from the copyright holder. The Company recommends that KOLs keep detailed records of all licenses and authorizations, including the names of the licensors, the terms of the license, and the duration of the authorization.
In cases where the KOL creates original content for the advertising campaign, the intellectual property rights of such content shall be jointly owned by the KOL and the brand, subject to the terms of the cooperation agreement. The brand shall have the right to use the content for the purposes of the advertising campaign and any related marketing activities, while the KOL may use it for their own portfolio or promotional purposes, provided that it does not conflict with the brand's interests.
4. Legal Compliance
4.1 Consumer Rights Protection
KOLs must ensure that the products or services they promote are of good quality, meet the advertised specifications, and are legal for sale in Singapore. They should not make false or exaggerated claims about the products or services that could mislead consumers. For example, when promoting a food product, the KOL cannot claim that it has magical weight-loss properties without scientific evidence.
In the event of a consumer complaint regarding a promoted product or service, the KOL shall cooperate fully with the Company and the brand to resolve the issue. This may involve providing additional information about the product, assisting in the investigation, or participating in a refund or compensation process if required.
4.2 Data Privacy
In accordance with Singapore's Personal Data Protection Act (PDPA), KOLs are prohibited from collecting, using, or disclosing personal data of their followers or consumers without proper consent. If a KOL needs to collect personal data for the purpose of an advertising campaign, such as collecting email addresses for a giveaway, they must obtain explicit consent from the individuals and clearly state how the data will be used.
KOLs are also required to ensure the security of any personal data they collect. This means implementing appropriate technical and organizational measures to protect the data from unauthorized access, disclosure, or misuse. For example, using secure servers, encryption technologies, and access controls to safeguard the data.
4.3 Competition Law Compliance
KOLs must comply with Singapore's competition laws, which prohibit anti-competitive behavior. This includes refraining from making false or misleading comparisons between the promoted brand and its competitors, and not engaging in any activities that could harm the reputation of competing brands. For instance, a KOL cannot spread false rumors about a competitor's product to promote the brand they are working with.
5. User Qualifications
5.1 Eligibility for Individuals
• Adult Individuals: Any natural person who is 18 years of age or older and has the legal capacity to enter into contracts in Singapore can apply to become a KOL on our platform. They must provide valid identification documents, such as a Singaporean identity card or a valid passport, during the registration process.
• Minors with Parental Consent: Minors between the ages of 13 and 17 can also apply to become KOLs, but they must obtain the written consent of their parents or legal guardians. The consent form should clearly state that the guardian is aware of and consents to the minor's participation in the advertising placement services, and that they will be responsible for the minor's actions and compliance with these terms.
5.2 Eligibility for Entities
Companies, enterprises, institutions, social organizations, and other entities that are legally registered and operating in Singapore can also register as KOLs. These entities must provide proof of their legal existence, such as a business registration certificate, and appoint a legal representative who will be responsible for the entity's compliance with these user terms.
If a person or entity without the proper legal capacity or qualifications registers as a KOL and engages in advertising placement services, the agreement with the Company will be void ab initio. Once discovered, the Company has the right to immediately terminate the account, remove all associated content, and pursue legal action to recover any losses incurred as a result of the unauthorized use of the services.
6. Prohibited Promotion Categories
6.1 Restricted Product and Service Categories
• Tobacco and Related Products: Promotion of tobacco products, including cigarettes, cigars, and e-cigarettes, as well as related accessories such as vaping devices and e-liquids, is strictly prohibited. This is in line with Singapore's strict anti-smoking regulations aimed at reducing tobacco consumption and protecting public health.
• Alcoholic Beverages: While promoting alcoholic beverages is allowed to a certain extent, KOLs must ensure that the content is not targeted at minors. The promotion should also not encourage excessive drinking or irresponsible alcohol consumption. For example, content that shows people consuming large amounts of alcohol in a celebratory or glorifying manner is not permitted.
• Medical Products: Prescription drugs, unapproved over-the-counter drugs, and medical devices that have not been approved by the Health Sciences Authority (HSA) in Singapore cannot be promoted. This is to protect consumers from potentially harmful or ineffective medical products. KOLs can promote approved medical products, but they must adhere to the HSA's advertising guidelines, which include accurate information about the product's uses, side effects, and contraindications.
• Financial Products: Promotion of unregulated financial products, such as illegal investment schemes, virtual currencies (except as permitted by law), and high-risk financial products without proper disclosure, is prohibited. KOLs promoting regulated financial products must ensure that they have the necessary knowledge and qualifications to do so and that the promotion complies with the regulations of the Monetary Authority of Singapore (MAS).
• Gambling-related Services: Promotion of online and offline gambling platforms, lottery sales (except for government-approved lotteries), and other gambling-related services is not allowed. Singapore has strict laws against gambling to prevent social problems associated with it.
• Adult-oriented Content and Products: Promotion of pornographic content, adult toys, and related services is prohibited. This is to maintain a family-friendly and socially acceptable advertising environment.
• Infringing and Counterfeit Goods: KOLs are not allowed to promote products that infringe intellectual property rights, such as counterfeit designer goods, pirated software, or unauthorized copies of copyrighted materials. This helps to protect the rights of intellectual property owners and maintain the integrity of the market.
• Dangerous Goods: Promotion of dangerous goods, including weapons, explosives, fireworks, and certain chemicals, is strictly prohibited. This is to ensure public safety.
6.2 Consequences of Non-compliance
If a KOL promotes a product or service in a prohibited category, they will be in violation of these user terms. The Company will take immediate action, which may include:
• Content Removal: Deleting all promotional content related to the prohibited product or service from the KOL's social media platforms and the Company's advertising channels.
• Account Suspension or Termination: Depending on the severity of the violation, the Company may suspend or terminate the KOL's account. A first-time minor violation may result in a short-term suspension, while repeated or serious violations will lead to permanent termination.
• Legal Action: The Company reserves the right to pursue legal action against the KOL for any losses or damages caused by the violation, including claims from brands or legal penalties imposed by regulatory authorities.
7. Liability and Compensation
7.1 Liability for Breach of Contract
If a KOL breaches any of these user terms, they shall be liable for all direct and indirect losses suffered by the Company, the brand, and any third parties affected. For example, if a KOL fails to meet the performance metrics agreed upon in the contract, they may be required to refund a portion of the payment received from the brand or compensate for the brand's lost marketing opportunities.
In cases where the breach is due to the KOL's negligence or willful misconduct, such as creating false advertising content or violating data privacy laws, the KOL will be held fully responsible for any legal consequences, including fines, legal fees, and damages awarded in court.
7.2 Disclaimer
In the event of force majeure events, such as natural disasters, pandemics, or government-imposed restrictions that prevent the KOL from fulfilling their obligations under the cooperation agreement, the KOL shall not be held liable for the breach. However, the KOL must notify the Company and the brand as soon as possible and provide evidence of the force majeure event.
The parties shall then negotiate in good faith to adjust the contract execution plan. This may include extending the campaign period, modifying the advertising content, or finding alternative ways to achieve the marketing objectives. If an agreement cannot be reached, the parties may consider terminating the contract, with each party bearing their own losses, subject to the provisions of Singaporean law.
8. Interruption and Termination of Service
8.1 Company-Initiated Termination
The Company reserves the right to change, interrupt, or terminate the advertising placement services provided to a KOL at any time, with or without notice, under the following circumstances:
• Violation of Terms: If the KOL violates these user terms, Singaporean laws, or any brand-specific requirements.
• Technical Issues: In case of technical difficulties, system upgrades, or maintenance requirements that make it impossible or impractical to continue providing the services.
• Business Decisions: Due to changes in the Company's business strategy, such as discontinuing a particular advertising service or terminating a partnership with a brand.
After the service is terminated, the Company has no obligation to retain the KOL's data or forward any unread messages. However, the Company may retain certain information for legal compliance purposes, such as transaction records and evidence of violations, in accordance with Singaporean laws.
8.2 KOL-Initiated Termination
If a KOL wishes to terminate their participation in the advertising placement services, they must provide written notice to the Company at least 30 days in advance. The Company will review the request and, if approved, will terminate the KOL's account.
Upon termination, the KOL must remove all advertising content created for the brands through the Company's services from their social media platforms. The KOL also waives any claims against the Company for future payments or opportunities that may have arisen from the cooperation.
9. Supervision and Management
9.1 Regular Reviews
The Company will conduct regular reviews of the KOLs' performance and compliance with these user terms. These reviews will be based on various factors, including the engagement rate of the advertising content, the number of complaints received from consumers or brands, and the KOL's adherence to legal and ethical standards.
The reviews will be carried out on a quarterly or semi-annual basis, depending on the nature of the advertising campaigns. The results of the reviews will be communicated to the KOLs, and if any areas for improvement are identified, the KOLs will be given a reasonable period of time to rectify the issues.
9.2 Communication Mechanism
An effective communication mechanism will be established between the Company and the KOLs to facilitate the prompt resolution of any problems or disputes that may arise during the cooperation. KOLs can contact the Company's dedicated support team at [email protected] for any queries, concerns, or issues related to the advertising placement services.
The Company will also hold regular meetings or webinars with the KOLs to update them on changes in the advertising industry, new brand requirements, and any updates to these user terms. This ensures that KOLs are well-informed and can adapt their advertising strategies accordingly.
10. Other Terms
10.1 Governing Law
These user terms shall be governed by and construed in accordance with the laws of Singapore. Any disputes arising out of or in connection with these terms shall be resolved through arbitration in Singapore, in accordance with the rules of the Singapore International Arbitration Centre (SIAC). The parties agree to submit to the exclusive jurisdiction of the arbitral tribunal appointed by the SIAC.
10.2 Modification and Notice
The Company reserves the right to modify these user terms at any time. Any modifications will be effective [X] days after being posted on the Company's website or communicated to the KOLs via email. KOLs are responsible for regularly checking the Company's website for updates to these terms.
If the Company needs to send important notices to the KOLs, such as changes in service fees, termination of an advertising campaign, or updates to legal requirements, it will do so via email to the address provided by the KOL during registration. It is the KOL's responsibility to ensure that their contact information is up-to-date.
In conclusion, these user terms are designed to create a fair and legal framework for the cooperation between SAKURA FUSION BUSINESS CONSULTANCY PTE. LTD. and KOLs in the advertising placement services. By adhering to these terms, KOLs can build successful partnerships with brands, while also protecting the rights of consumers and complying with Singaporean laws and regulations. If you have any questions or need further clarification, please contact us at [email protected].