Software licence audit

A licence audit is the procedure by which a software publisher checks that its customer’s use complies with the terms of the software licence : number of users, workstations or processors, functional scope, authorised entities. It generally rests on an audit clause in the licence. The licence audit has become a major commercial instrument for publishers, who find in it a source of regularisation revenue.

How a licence audit proceeds

First, notification: the publisher or an appointed third party informs the customer of the audit, under the notice conditions set by the clause. Next, collection: questionnaires, inventory scripts run on the customer’s systems, interviews. Then the compliance report, which compares the uses found with the rights acquired and prices the gap at list price, often increased by back maintenance. Finally, negotiation of a regularisation, under the implicit threat of an action for software infringement. The audit clause sets the frequency, the notice, confidentiality, the technical terms and the allocation of costs.

The rights of the audited customer

The customer is bound only by what the clause provides. It may require compliance with the notice period, frame the inventory tools to protect its data and its trade secrets, dispute the metrics applied and the interpretation of the licence terms, and refuse any surcharge not provided for in the contract. Evolving metrics, such as virtualisation or indirect access, are often open to interpretation. The Court of Justice of the European Union has held that exceeding a licence falls under infringement rules, which exposes the customer but also gives it the procedural safeguards attached to that action. The texts can be consulted on Légifrance.

Key points

In practice, preparation is better than reaction: regular inventory of licences and uses, retention of contracts and orders, governance of deployments. Faced with an announced audit, the customer should organise itself from the notification, channel exchanges and check every item in the report. The firm assists audited companies and negotiates regularisations, as presented on the page contracts.