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Drafting a retail space lease agreement involves establishing the core agreements within the mandatory rules for business premises under Article 290, usually based on the ROZ retail space model. Because shops and the hospitality industry fall under Article 7:290 of the Dutch Civil Code, you cannot simply agree on anything: the statutory time limits, grounds for termination, and the right to rent revision are mandatory. Deviating from this protection is only possible with the approval of the sub-district court judge. The contract must take this into account.
The short answer
- Basis: the ROZ retail space model with the accompanying general provisions.
- To be determined: leased property, intended use, rent, indexation, service charges, duration and security.
- Regime: 290 business premises, with mandatory protection for the tenant.
- Terms: in principle 5+5 years; deviations only with the approval of the sub-district court judge.
- Please note: zoning, substitution, rent review, and delivery.
Drafting a retail space lease agreement: the basics
Most retail contracts are based on the ROZ retail space model of the Dutch Real Estate Council (Raad voor Onroerende Zaken). This model consists of a short main agreement containing the core terms and a more extensive document with general provisions. The model is aligned with the Class 290 business premises regime but is drafted in a landlord-friendly manner. As a tenant, it pays to read the general provisions critically.
It is important to realize that you are not free to agree on anything. The protection afforded by Article 7:290 and subsequent articles is mandatory or semi-mandatory. For example, if you stipulate a shorter term than the statutory five years without the approval of the sub-district court judge, the tenant can still invoke the statutory term. The contract must remain within those limits.
What exactly belongs in it?
- Parties and the leased property: name, Chamber of Commerce number and an exact description with surface area.
- Designated use: the permitted use, for example retail trade in clothing or hospitality, with a prohibition on deviating use.
- Rental price and VAT: the amount, the payment term and any VAT option.
- Indexation: annual adjustment based on the CBS price index.
- Service charges: advance payment and settlement, particularly relevant in a shopping center with shared facilities.
- Duration and extension: in line with the statutory 5+5 system.
- Security: deposit or bank guarantee.
- Maintenance and delivery: the breakdown of items and the condition at start and end.
Specific points of attention for retail space
With 290 business premises, a few issues arise that you do not encounter with an office. The zoning description is one of them. It determines what you are allowed to do in the building and often restricts competing use. A description that is too narrow can hinder you later if you want to broaden your product range or sell your business.
Substitution of tenants also deserves attention. If you sell your business later, you can ask the subdistrict court, pursuant to Article 7:307 of the Dutch Civil Code, to substitute the buyer in your place as tenant. A contractual provision attempting to exclude this right will not hold up. Furthermore, it is advisable to start thinking about rent revision pursuant to Article 7:303 of the Dutch Civil Code, and about a clear condition report to prevent disputes upon handover.
An entrepreneur took over an existing lunchroom and signed a new contract with the landlord instead of making use of substitution. As a result, the statutory term started anew, and the accumulated tenancy history lost its value during a subsequent rent review. Considering the legal route in advance would have prevented this.
Service costs and security
In a shopping center or multi-tenant building, service charges are often substantial—think of cleaning, security, promotion, and management of common areas. Specify which items fall under these charges, how they are allocated, and that settlement is based on actual costs annually. An unclear service charge clause can easily lead to unexpected additional charges.
As security, the landlord usually requests a security deposit or bank guarantee of three months' rent, including service charges and VAT. Specify the conditions under which this security is released. For the tenant, a bank guarantee is often more favorable, as the funds are not tied up in the business.
Honest recommendation
If you rent out or lease a standard retail unit at a market-rate price using a standard ROZ model, with statutory terms and a clear zoning designation, you can easily draft the contract yourself. Fill in the template neatly, create a condition report with photos, and have both parties sign it. The law provides a significant amount of protection for 290-space itself, so you are already well-covered.
Do consult a lawyer regarding a deviating term, a key money arrangement, a restrictive zoning description, substantial investments in the fittings, or questions concerning takeover and substitution. Precisely because the protection is mandatory, deviating clauses may prove invalid or unintentionally work against you. A brief check prevents problems during renewal, revision, or sale.
Want to know more? View the retail space lease agreement, first take your time to read what a retail space lease agreement is, or discover what it costs to have a retail space lease agreement drawn up.
Frequently Asked Questions
Usually based on the ROZ retail space model. You specify the leased property, the intended use, the rent, indexation, service charges, the duration, and security. The contract must remain within the mandatory rules of Section 290 business premises, so take statutory time limits into account.
A term shorter than the statutory five years is only valid with the approval of the subdistrict court judge. If you agree on a slightly shorter term without that approval, the tenant can still invoke the statutory term. Therefore, arrange this carefully.
The zoning description determines what you are allowed to do in the property. A description that is too narrow can hinder you if you want to broaden your product range or sell your business. Therefore, do not define the zoning unnecessarily narrowly.
No. The right of substitution under Article 7:307 of the Dutch Civil Code protects the tenant in the event of the sale of his business. A contractual provision attempting to exclude this right will not hold up. Take this into account when drafting.
Specify which items fall under the service charges, how they are allocated, and that an annual settlement is based on actual costs. In a shopping center, these costs are often substantial, so transparency prevents unexpected additional charges.
Usually three months' rent, including service charges and VAT, as a security deposit or bank guarantee. Specify the conditions under which the security is released. A bank guarantee is often more favorable for the tenant than a fixed sum of money.
A condition report records, with a description and photos, the condition of the rented property at the start of the tenancy. Without this documentation, disputes regarding repair costs often arise at the end. It is a simple document that prevents much conflict later on.
