Penalty Mitigation
When a finding is on the table, the question is no longer whether you owe something. It is how much, and how much of that is actually negotiable. We separate the fixed charge from the negotiable uplift and argue each on its own terms, for both Microsoft end customers and SPLA hosters.
Every audit settlement has a fixed part and a moving part
Auditors present a settlement as a single number, which encourages you to argue the total. That is the wrong fight. Inside the total there is a charge that is contractually fixed and a charge that is open to negotiation. Mitigation works by drawing that line clearly and then spending your energy only where it can move the outcome.
The split looks different on each track, so we keep the two distinct.
The 5 percent clause and 125 percent price
Under the MBSA audit clause, if verified unlicensed use is 5 percent or more of total use, the customer reimburses Microsoft for verification costs and acquires the missing licenses at 125 percent of current price. The fixed part is the license itself. The moving part is the count that decides whether you cross 5 percent at all, and the entitlements the draft failed to credit.
We rebuild the Effective License Position so the unlicensed share reflects every entitlement, downgrade right, and prior purchase. Keeping the share under the line removes the uplift entirely where the evidence supports it.
Back fees versus the penalty uplift
In a SPLA audit the back fee is the license charge at the price file rate, calculated across the 36 month lookback. The back fee is not negotiable. The penalty uplift, from 25 to 125 percent, is. On a large base the uplift is where most of the recoverable money sits.
We rebuild the monthly SAL base from your operations data first, which shrinks the back fee, then argue the uplift toward the floor of the range on evidence of good faith reporting discipline. See the depth of this in the SPLA Penalty Mitigation Playbook.
From the draft finding to the defended settlement
Read the draft and isolate the fixed charge
We map the finding line by line and separate the contractually fixed charge from everything that is open to argument.
Rebuild the base from your own data
For end customers we reconstruct the ELP. For hosters we reconstruct the monthly SAL base. The corrected base is the foundation everything else rests on.
Credit every entitlement and correct the count
Downgrade rights, prior purchases, editions, and virtual core counting are all contested where the draft got them wrong.
Argue the negotiable charge down
We bring the unlicensed share under 5 percent where we can, or pull the SPLA uplift toward the floor, on documented evidence of good faith.
Document remediation for the record
A clear remediation record supports the settlement and protects you in any future verification.
A defended settlement, illustrated
| Line | Auditor draft | Defended | Effect |
|---|---|---|---|
| Base, corrected | inflated | rebuilt | base cut |
| Entitlement credited | understated | fully credited | gap reduced |
| Negotiable uplift | top of range | floor of range | negotiated |
| Total exposure | opening number | defended number | down sharply |
Indicative figures shown to illustrate the mechanics, not a quoted outcome.
Reduce your exposure, or you pay us nothing
We stand behind the work, or we reimburse our fee.
If our mitigation does not reduce your Microsoft or SPLA exposure, we reimburse our service fee in full. On Gainshare you pay only from what we remove, with zero retainer and no risk to you.
- No reduction, no fee, we pay our service fee back
- Gainshare means you pay only from verified savings
- We never take vendor money, only your side of the table
Two ways to engage, no downside
Fixed Fee
- One agreed number, no surprises
- Best when the scope is known
- Reimbursed if we do not reduce exposure
Gainshare
- You pay only from what we remove
- Reduce nothing, owe nothing
- No risk to you, by design
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The Audit Brief
Weekly intelligence on Microsoft and SPLA audit moves and the buyer side defenses that work.