Commercial lease in the Netherlands: the ROZ model lease for international tenants

Almost every commercial lease in the Netherlands is signed on a ROZ model: a short contract with a thick set of general provisions attached, presented as the market standard. It is not neutral. It is a landlord’s document, and far more of it is negotiable than tenants assume. This guide explains the law underneath it and the clauses worth negotiating.

First question in every lease: which statutory regime applies?

Dutch tenancy law has two regimes for commercial property, and they are not equivalent. Which applies is decided by law, not by what the parties write on the front page. Misclassification is the commonest source of expensive surprises, and usually the first issue in a dispute.

Retail and hospitality space: art. 7:290 BW

The protected regime covers what Dutch lawyers call 290-space. Art. 7:290 BW applies to built premises let for a retail business, a restaurant or café, a takeaway or delivery business, a craft business, a hotel or a campsite, where a space is accessible to the public for the direct supply of movable goods or services. Dependent living accommodation and land let with it follow the same regime.

Two elements do the work: public accessibility, and direct supply to customers there. A showroom open by appointment only, a head office or a dispatch warehouse will not qualify; a flagship store, a walk-in brand experience centre or a hotel will.

Offices, industrial and everything else: art. 7:230a BW

Everything built, let for business use, and neither 290-space nor residential falls under art. 7:230a BW: offices, laboratories, cleanrooms, production halls, distribution centres and storage. Most international occupiers in Eindhoven and Brainport are 230a tenants, whether they realise it or not.

Mixed use and the classification question

Many buildings do both: a production hall with a factory outlet, an office with a public counter. Where the letting is mixed, the regime is decided by the purpose for which the space is predominantly used. The Hoge Raad confirmed on 6 March 2026 (ECLI:NL:HR:2026:356) that this turns on the actual use and not on the name the parties gave their agreement, so a heading stating that the contract is one under art. 7:290 BW carries no independent weight. All the circumstances of the case are relevant: the use the parties had in mind when they contracted, the use made of the premises now, and the way the premises are fitted out in relation to that use. What matters is where the centre of gravity of the use lies, and the activity from which the tenant earns most of its turnover may be weighed in the balance. A landlord therefore cannot escape art. 7:290 BW by putting a 230a model in front of you. Parties may, however, declare the 290 regime (afdeling 7.4.6 BW) contractually applicable to a lease that does not fall under art. 7:290 BW of its own force.

Art. 7:301 BW answers a different question and should not be confused with the usage test. It concerns the duration of the use: a lease of two years or less falls outside art. 7:291 to art. 7:300 BW, whatever the premises are used for.

The two regimes side by side

What protection means for a 290 tenant

A lease of 290-space runs for five years; a shorter term is corrected by law, and a longer term of under ten years runs on until ten are complete. Hence the familiar two-plus-three-plus-five: a two-year lease that, if allowed to continue, becomes a five-year lease and then extends by five more. A lease genuinely intended to last two years or less sits outside most protective rules, which is why landlords propose one.

The landlord must give notice at least a year in advance, by bailiff’s writ or registered letter, stating the grounds; a notice without grounds is void. Notice alone does not end the lease: unless the tenant agrees in writing, it continues by operation of law until the sub-district court has ruled on the landlord’s claim to fix an end date, under art. 7:295 BW. The tenant stays put, paying rent, sometimes for years.

At the end of the first five-year term the landlord can only succeed on two grounds under art. 7:296 BW: the tenant has not conducted itself as a good tenant, or the landlord urgently needs the premises for its own use, including redevelopment impossible without ending the lease. After ten years the court also weighs the parties’ interests generally, and where the tenant must leave it can award a contribution to relocation costs.

What protection means for a 230a tenant: very little

A 230a lease ends when the contract says it ends: no statutory grounds, no prescribed notice period, no court permission. The tenant’s only statutory remedy is eviction protection. Once eviction is demanded, the tenant may apply to the sub-district court within two months to extend the period for vacating; the court weighs both sides’ interests and can grant up to a year at a time, to a maximum of three.

That is a breathing space, not a tenancy: no right to a new lease, and the landlord may let to someone else from the end of the extension. Investment in fit-out or cleanrooms is not recoverable under art. 7:230a BW; it must be secured contractually, through term length, extension options and break rights.

The ROZ model: who writes it, and why the year matters

The ROZ is the Raad voor Onroerende Zaken, a Dutch umbrella body of property owners, investors and agents. Since the 1990s its model leases have become the de facto market documents. No statute requires them, no regulator approves them, no tenant organisation co-signs them. They are drafted by and for the landlord side, and they read that way.

There are separate models per regime, and they must not be mixed: one for retail and hospitality space under art. 7:290 BW, one for office and other business space under art. 7:230a BW, one for residential accommodation, and ancillary models for parking. Each carries a year and its own general provisions. The current editions are the 290 model of 2022 for retail and hospitality space, the 230a model of 2015 as revised in 2023 for office and other business space, and the residential model of 2017.

The year matters. Editions differ materially, successive versions shifting more maintenance, risk and cost to the tenant, and the general provisions only work with the model of the same year: a 2015 lease with 2003 provisions produces contradictions nobody wants to litigate. Agents sometimes attach an older set, or one the landlord has quietly amended. Check the year named against what is attached.

Where the risk sits: the general provisions

The lease itself is short: parties, premises, use, term, rent, security, agent. The general provisions run to dozens of articles and hold almost everything that matters: the maintenance split, the exclusion of set-off, the penalties, the indemnities. They are equally negotiable: amendments go in the lease or an annex, which then prevails, and the order of precedence should be stated expressly.

The clauses an international tenant should always negotiate

The leased area and measurement

The model states a floor area; the general provisions typically add that it is indicative only, and that a deviation gives no right to rent adjustment, set-off or dissolution. For a tenant paying per square metre that is a one-sided allocation of a measurable risk. Require measurement to NEN 2580, obtain the certificate before signing, and negotiate an adjustment beyond an agreed tolerance.

Delivery condition and the return obligation

The premises must be returned in the condition recorded in a delivery report. Where none exists, art. 7:224 BW presumes the tenant received them in the condition in which it must return them, which is hard to rebut years later. Insist on a dated, photographed report signed by both parties and define the return standard by reference to it.

Maintenance: the notorious split

Under the statutory default the landlord repairs defects and the tenant does only minor day-to-day maintenance. The ROZ general provisions reverse much of that: the landlord retains structure, exterior walls, roof and foundations; the tenant takes almost everything else, including installations, heating and cooling, servicing, glass and internal finishes, which for a laboratory or cleanroom is a substantial recurring cost. Negotiate a demarcation list, a cap on tenant-side replacement, and confirmation that replacement stays with the landlord.

The bank guarantee

Security is usually an unconditional bank guarantee payable on first demand, covering rent, service charges, VAT, interest and costs. The ROZ models set the standard deposit or bank guarantee at three months’ gross rent obligation, including service charges and VAT; more is asked for a new Dutch subsidiary. Cap it, agree a reduction after timely payment, and resist a parent guarantee on top.

Rent, indexation and review

Rent is indexed annually to the consumer price index published by Statistics Netherlands, and the clause is one-directional: the rent never falls below the previous year’s level. Negotiate a cap, a collar, or an indexation holiday early on. For 230a-space there is no statutory review, so any rebasing at extension must be contractual.

Service charges

The model works with advance payments, an annual settlement, a list of supplies and services in an annex, and an administrative surcharge. The list is often drawn broadly and the surcharge is negotiable. Ask for a closed list, a deadline for the annual statement, an audit right, and exclusion of capital expenditure and of costs for vacant units.

Permitted use and the operating obligation

In the 290 model the tenant must actually operate the agreed business, keep the premises open during customary hours and not leave them unused, backed by a penalty: a real constraint on restructuring, closure or a change of format. Negotiate a use clause wide enough for reasonable business evolution, plus relief for refurbishment and reorganisations.

Subletting, assignment and change of control

The general provisions prohibit subletting or making the premises available to third parties without prior written consent, and prohibit assignment. For a group company this bites: an intra-group transfer or a sale of a business unit can require consent, so negotiate a carve-out for group companies. Landlords increasingly add change-of-control clauses making a shift in the tenant’s shareholding a ground for termination or extra security. A 290 tenant has a fallback: under art. 7:307 BW the court can substitute a purchaser of the business as tenant. A 230a tenant has none.

Fitting out and removal at the end

Alterations require prior written consent, and the general provisions usually require removal and restoration at the end of the lease. For a laboratory, kitchen or specialist production space that is very expensive. Deal with it at the start: obtain consent for the fit-out and, in the same document, confirmation of which elements may remain.

Penalties, set-off and suspension

The general provisions impose immediately payable penalties for a range of breaches, without proof of loss and usually alongside a right to claim full damages. A court can moderate a penalty, but that is litigation, not planning. Negotiate it down, require notice and a cure period, and remove the cumulation.

The model also excludes set-off and suspension of rent, so disputes about defects, service charges or unlawful works become an obligation to keep paying in full and sue later. Statutory limits exist on excluding remedies for defects the landlord knew of at the outset, but the safer route is a carve-out permitting set-off for undisputed claims.

Deviating from mandatory law: the court approval requirement

For 290-space the protective provisions are semi-mandatory. Under art. 7:291 BW the parties may not depart from them to the tenant’s detriment unless the sub-district court has approved the deviating clause. Approval follows where the clause does not materially affect the tenant’s rights, or where the tenant reasonably does not need protection.

An unapproved clause can be annulled by the tenant years later, so the clause the landlord relies on to terminate may be the one never approved. Apply jointly, before or shortly after signing. For 230a-space no such requirement exists, which is why drafting matters more there.

Rent review after five years and the expert procedure

A 290 tenant is not stuck with a rent that has drifted from the market. Under art. 7:303 BW either party can ask the court to reset it, in principle once a fixed term has expired and, in any event, each time five years have passed since the rent was last fixed. The benchmark is the average rent of comparable local premises over the preceding five years, so it tracks a trailing average, not current headline levels.

There is a trap. Under art. 7:304 BW the claim is inadmissible unless accompanied by advice from a jointly appointed expert, or unless the court has appointed one on a party’s application; the date of that application fixes the effective date of the new rent, so delay costs money. For 230a-space, review exists only if the lease creates it.

Termination, notice periods and form

For 290-space, notice runs at least a year in advance by bailiff’s writ or registered letter, with grounds stated; errors of form are fatal. For 230a-space the contract sets period and form, and the model prescribes the same channels. Diarise the deadline: a miss typically triggers automatic extension. Where a tenant is in default, a lease of built premises can generally only be dissolved by the court, under art. 7:231 BW.

Insolvency of tenant or landlord

If the tenant is declared bankrupt, both the trustee and the landlord may terminate under art. 39 of the Dutch Bankruptcy Act, on the contractual or customary notice period, never more than three months. Rent falling due from the date of bankruptcy ranks as an estate debt, and a clause requiring the tenant to compensate the landlord for rent lost over the remaining term is, under settled Dutch case law, not enforceable against the estate. The leading authority is Aukema q.q./Uni-Invest, Supreme Court 14 January 2011, ECLI:NL:HR:2011:BO3534. Hence the bank guarantee, and the need to check what it covers.

If the landlord becomes insolvent the lease in principle continues and the trustee is bound by it, and on an ordinary sale it passes to the buyer under art. 7:226 BW. The real risk lies elsewhere: mortgage deeds commonly contain a letting clause, and on a forced sale the mortgagee can invoke it with the court’s permission under art. 3:264 BW to set the lease aside. Ask whether the property is mortgaged and whether the mortgagee has consented, and negotiate a non-disturbance undertaking.

Negotiating in practice

The ROZ model is an opening position, not a standard the tenant must accept: landlords amend it in their own favour, and a tenant can amend it the other way.

• Confirm the regime first. The balance of power depends on it, and in Eindhoven and Brainport most technology and logistics occupiers sit in the weaker regime.
• Ask for the documents in English as well as Dutch, but agree which version prevails: the Dutch text usually governs, and translations are not always exact.
• Trade term for terms: a longer commitment buys a rent-free period, a fit-out contribution, a maintenance cap or a break option.
• Watch the VAT position. The option for letting with VAT is open only where the tenant uses the premises wholly or almost wholly for activities carrying a right to deduct input VAT, under art. 11 of the Wet op de omzetbelasting 1968 as worked out in art. 6a of the Uitvoeringsbeschikking omzetbelasting 1968. The Tax Administration reads “almost wholly” as at least 90 per cent of use, and accepts 70 per cent for a short list of tenants only — among them employers’ organisations, estate agents, travel agents, occupational health services and postal operators. The model contains an indemnity: if the test is no longer met, the tenant must compensate the landlord in full for the VAT consequences. Financial, insurance, healthcare and education businesses should check it, because they will rarely clear 90 per cent.
• Have the general provisions reviewed, not just the front sheet. That is where the money is.