SPLA Audit Defense

What a SPLA audit actually is

The Services Provider License Agreement is Microsoft's monthly program for hosters, managed service providers, and outsourcers that deliver Microsoft software to external customers. It is pay as you consume. You apply the Services Provider Use Rights, you count what you ran, and you report Subscriber Access Licenses or processor based licenses every month.

An audit does not test your position today. It tests every monthly cycle across a 36 month lookback. A Big Four firm conducts the work as an independent third party under the audit clause in the Microsoft Business and Services Agreement, with broad authority to request deployment records, server configuration data, customer contracts, and authentication logs. The question they ask is simple and unforgiving. For each of those months, did your report match what you actually ran.

Where the exposure comes from

Hoster exposure is rarely one large mistake. It is many small reporting gaps multiplied across 36 months. Common drivers we see:

• Misapplied Use Rights that count the wrong license type for a workload, which drives both under reporting and wasted margin from over reporting
• Authentication counts that were never sealed daily, so the auditor substitutes a higher figure of their own
• Reported SAL blocks with no customer mapping, which the auditor treats as unsupported
• Product version mismatches where a newer edition was deployed but an older, cheaper one was reported
• Multi tenant boundaries that were never documented, so shared infrastructure is counted at full external rates

How we defend it

1. We reconstruct the monthly SAL base from your own operations data, not from the auditor's worst case assumptions, so each month rests on evidence you control.
2. We separate the non negotiable back fee from the negotiable uplift and argue each on its own terms, severity, duration, and the nature of any under reporting.
3. We map every reported SAL block to a customer and a product version, and we document multi tenant isolation so shared infrastructure is not counted as external use.
4. We hold the auditor to the contract. Broad authority is not unlimited authority, and a finding has to be supported before it becomes a number you owe.

A simple worked example

The figure below is indicative and exists only to show the shape of a defense. Your numbers will differ.

Line	Auditor opening	After defense
Reconstructed back fee	$1,200,000	$1,200,000
Disputed months removed from base	$0	minus $360,000
Penalty uplift	100 percent	30 percent
Total demanded	$2,400,000	$1,092,000

The back fee did not move because the price file rate is fixed. The savings came from removing months that could not be supported and from arguing the uplift down with documented good faith.

When to bring us in

The earlier the better. There is only a short window to correct a reporting mistake before it hardens into a finding. If you have received an audit notice, an information request, or even a quiet message asking you to confirm your reporting, that is the moment to get an independent buyer side reading of your position.

How we are paid

Two models, both backed by our guarantee. Fixed Fee from $18,000, a scoped number agreed up front. Or Gainshare, a share of verified savings or avoided penalty, with zero retainer and no risk to you. If our defense does not reduce your exposure, we reimburse our service fee in full. We never take vendor money. We only ever sit on your side of the table.