Indirect access is the use of a licensed system through another application, device or interface that the publisher contends still requires its own license.
What is indirect access? Indirect access, sometimes called indirect or digital access, is the use of a licensed publisher system by a person or process that connects through a different application rather than logging in directly. The publisher position is that the data and functions are still being consumed, so a license is still owed. It is one of the most contested concepts in software licensing and a frequent source of latent liability in M&A, because the usage is real but the licensing was never counted.
Indirect access is risky because it is easy to create and hard to see. A target connects a customer portal, a bot, or a middleware integration to a back end system such as an enterprise resource planning platform, and users who never hold a named license still trigger transactions inside it. The leading legal reference point is SAP UK Ltd v Diageo Great Britain Ltd, 2017 EWHC 189 (TCC), where the court found that named users accessing SAP through a Salesforce front end constituted use requiring SAP licensing, with a reported exposure of 60 million. As of June 2026 it remains the most cited authority on the concept.
Publishers have moved toward outcome or document based metrics for indirect use, but legacy contracts still rely on named user or processor terms that were never designed for integrated systems. Measuring it means mapping every system that touches the licensed platform, identifying the human and automated initiators of each transaction, and matching them to a license type. The reconciliation is intricate, which is exactly why it is so often missed before a deal.
A buyer should treat any integrated enterprise platform as carrying indirect access risk until proven otherwise. Mapping the integrations and sizing the exposure during diligence prevents the claim from arriving as a post close audit. This work is commercial and licensing advisory, not legal advice.
| Aspect | Direct access | Indirect access |
|---|---|---|
| How users connect | Log in to the system | Through another application |
| Visibility | Named accounts | Often uncounted |
| Typical metric | Named user | Document or transaction based |
| M&A risk | Lower | High and frequently latent |
Related reading: see the M&A software glossary hub, plus latent licensing liability and software audit.
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