Drafting an office space lease agreement: this is what belongs in it

Drafting an office space lease involves carefully recording the core agreements regarding the leased property, the rent, the term, and maintenance, usually based on the ROZ office space model. Because office, practice, and storage space fall under Article 7:230a of the Dutch Civil Code, there is almost complete contractual freedom. This means that the contract itself is binding, and the law hardly corrects errors. What you write down applies.

The short answer

• Basis: the ROZ office space model with the accompanying general provisions.
• To be recorded: leased property, intended use, rent, indexation, service charges, duration, termination and security.
• Regime: 230a business premises, therefore great freedom but little legal protection.
• Note: term, break option, maintenance allocation, and delivery.
• Security: security deposit or bank guarantee of usually three months' rent.

Drafting an office space lease agreement: the basics

Most office contracts in the Netherlands are based on the ROZ model of the Council for Real Estate. That model consists of a short main agreement containing the core terms and a more extensive document with general provisions. It is common and legally sound, but written from the landlord's perspective. As a tenant, it pays to read the general provisions critically and adjust them where necessary.

Because office space falls under Article 7:230a of the Dutch Civil Code, it lacks the mandatory protection that retailers enjoy. There is no statutory minimum duration and no rent review by the court. Anything left unregulated remains unregulated. Therefore, a complete and balanced contract is more important than for a retail lease, where the law dictates much.

What exactly belongs in it?

• Parties and the leased property: name, Chamber of Commerce number and an exact description of the space with surface area.
• Zoning: use as an office, practice, or storage, 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 consumer price index.
• Service charges: advance payment and annual settlement for utilities and common areas.
• Duration and renewal: start date, duration and method of renewal.
• Termination: notice period and the form (registered mail or by bailiff).
• Security: deposit or bank guarantee.
• Maintenance and delivery: the allocation of maintenance items and the condition at start and end.

Points to consider regarding term and termination

The duration is the most precise part to negotiate. With Section 230a space, there is no statutory right to early termination, so you are bound to the agreed term. If you want to remain flexible, have a break option included, for example, the right to terminate after three years with a six-month notice period. For a growing company, this is often the most important clause in the entire contract.

Also pay attention to the division of maintenance. The ROZ model places a significant amount of maintenance on the tenant. Expensive maintenance on installations, climate control, or the roof can add up considerably. Agree on which items remain the responsibility of the landlord. Additionally, arrange the handover: document the initial condition in a condition report with photos, so that no disputes arise regarding repair costs at the end.

A marketing agency in Rotterdam signed a five-year contract without a break option and with full maintenance at the tenant's expense. When the climate control system broke down after two years, the bill of several thousand euros ended up with the agency. A simple maintenance clause had placed those costs with the landlord.

Service costs and security

Service charges are the costs for utilities and shared facilities. Specify which items fall under this category, on what basis they are allocated, and that settlement is based annually on actual consumption. Without a clear agreement, disputes easily arise regarding an excessive advance payment or an unexpected additional charge.

As security, the landlord usually requests a security deposit or a bank guarantee equal to three months' rent, including service charges and VAT. Specify when and under what conditions this security will be repaid or released. For the tenant, a bank guarantee is often more favorable than a security deposit, because the money is not tied up.

Honest recommendation

If you rent out a single office unit at a market-rate price using a standard ROZ model, and the term, notice period, and maintenance are clear, you can perfectly well draft the contract yourself. Fill in the template neatly, create a condition report with photos, and have both parties sign it. For a simple, balanced situation, that is sufficient.

Do engage a lawyer as soon as there is really something at stake: a long term, substantial investments in fitting-out, deviations from the ROZ model, multiple tenants in one property, or unclear service charges. With 230a spaces, the law offers no protection, so an unbalanced contract will have repercussions for years. A brief preliminary check is therefore a wise investment.

Want to know more? View the office space lease agreement, first take your time to read what an office space lease agreement is, or discover what it costs to have an office space lease agreement drawn up.

Frequently Asked Questions