Soft audits are one of the most under-recognized risks in software licensing. Vendors often disguise them as “reviews” or “data requests,” slipping in under casual questions. They aren’t called audits, but the intent is the same: to gather information that may later be used to claim noncompliance or push new license sales.
A soft audit is any informal vendor outreach that asks for data you’re not contractually required to provide. These can come through account managers, support teams, or even partners.
They often show up as:
Unlike formal audits, soft audits slip in quietly through everyday interactions. That makes them even more dangerous—because a casual answer or an overshare can put your organization at risk.
INDUSTRY INSIGHTS
Here are some examples of how seemingly routine conversations or requests can quietly turn into compliance probes:
Renewal Prep That’s Isn’t So Innocent:
Hidden Risk: Sounds like a routine usage check. But if your internal deployment numbers don’t perfectly match entitlement records, it hands the vendor a potential noncompliance claim.
Expansion Curiosity:
Hidden risk: Sounds conversational, but comments like these can be reinterpreted as proof of expansion beyond licensed scope. Vendors under revenue pressure—especially after big acquisitions—lean on growth as justification for new license demands.
Pre-Discount Check:
Hidden risk: Framed as helping you save money, but in practice it’s a way to collect deployment data. Vendors have a long track record of turning “optimization” conversations into compliance claims when numbers don’t line up.
Support Ticket Side Ask:
Hidden risk: Easy to miss—those logs often contain more than you realize, from feature usage to cluster sizes. In past cases, support data has been repurposed for compliance enforcement.
Dr. Michael Corey, Co-Founder & COO
What makes soft audits so dangerous is not the question itself, but how your answer can be used. Once data is shared, it’s out of your control—and vendors are adept at reframing even casual disclosures into compliance gaps.
Common risks include:
Oversharing: A simple product list sent during renewal can later be interpreted as proof of unlicensed use.
Mismatch Exposure: Details about versions, usage, or system counts can reveal inconsistencies between entitlements and deployments.
Quarter-End Pressure: Vendors often time soft audits near fiscal deadlines, using findings to drive upsells or compliance settlements.
Public Data Leverage: Vendors combine what you provide with public filings, cloud usage data, or industry chatter to strengthen their claims.
Action |
Why It Matters |
|---|---|
| Check your contracts first | Vendors may ask for more than they’re entitled to. Confirm obligations before sharing anything—otherwise you risk handing over data they can weaponize. |
| Control the channel | Keep vendor outreach routed through procurement or legal. Allowing engineers or support staff to respond informally can create accidental disclosures. |
| Know your numbers | Having an up-to-date internal baseline of entitlements and deployments lets you validate requests quickly and avoids guesswork that vendors can exploit. |
| Keep answers narrow | Respond only to the exact question asked. Adding extra detail, even with good intentions, often creates new compliance angles for the vendor. |
| Bring in expertise | Independent advisors know vendor tactics and can guide responses. In past cases, outside expertise has reduced liability and shut down soft audits before they escalate. |
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If you have any questions in the meantime, please contact us at info@licensefortress.com or call us at 424.231.4135.
