The ROZ lease agreement is the standard rental contract for commercial space in the Netherlands, drawn up by the Council for Real Estate (Raad voor Onroerende Zaken). For tenants of retail space, this is by far the most widely used contract model. It is not a neutral document: the terms are generally drafted from the landlord’s perspective, which means that as a tenant you need to know exactly what you are signing.
As a starting or growing retail entrepreneur, you will almost certainly encounter this contract as soon as you rent a physical retail space. The sections below answer the most frequently asked questions about the ROZ lease agreement for retail space, so you know what to look out for before you put your signature on it.
What makes the ROZ lease agreement different from a regular rental contract?
The ROZ lease agreement is a standardised model that is widely used in the Dutch commercial real estate market. Unlike a self-drafted rental contract, the ROZ model contains extensive general provisions that apply automatically, unless the parties explicitly deviate from them. These provisions are substantively extensive and drafted in favour of the landlord.
A regular rental contract is custom-made: parties agree on what they agree on. The ROZ lease agreement works the other way around. The landlord refers to a set of standard provisions, and as a tenant you agree to these unless you actively object and negotiate alternatives. Many tenants do not read the general provisions in full, or do not understand the legal implications. That is precisely where risks arise.
The ROZ model consists of two parts: the actual lease agreement with the specific arrangements (rent, surface area, duration), and the attached general provisions. The latter are legally binding once they are referenced in the contract.
What are the most important clauses in a ROZ lease agreement for retail space?
The most decisive clauses in a ROZ lease agreement for retail space are those concerning rent indexation, service charges, the use of the leased property, maintenance obligations, and liability for damage. Each of these topics has direct financial or operational consequences for you as a tenant.
Below are the clauses that raise the most questions in practice:
- Indexation: The rent is adjusted annually based on the consumer price index (CPI). During periods of high inflation, this can add up quickly.
- Service charges: In addition to the base rent, you pay service charges for management, common areas, and sometimes marketing. The amount varies greatly per location and is not always transparent at the outset.
- Use of the leased property: The contract specifies exactly what you may use the space for. A different use, such as adding a food and beverage component, requires the landlord’s permission.
- Maintenance: Minor maintenance is generally the tenant’s responsibility. What exactly falls under “minor maintenance” is defined in the general provisions and is broader than many tenants expect.
- Liability: In the event of damage to the leased property or to third parties, you as the tenant are quickly held liable, unless you can demonstrate that it was not your fault.
What is the difference between 290 and 230a business space in a lease agreement?
The difference between 290 and 230a business space is legally decisive for the degree of tenant protection you enjoy as a tenant. Retail space falls under Article 7:290 of the Dutch Civil Code and offers strong tenant protection, including minimum rental periods and the right to lease renewal. Office and storage space falls under Article 7:230a and offers considerably less protection.
For retailers, the 290 classification is crucial. A retail space used for the sale of goods or services to the public automatically falls under this regime. This means:
- A statutory minimum rental period of five years (typically five plus five years)
- The right to renewal upon expiry of the contract period
- Limited grounds for termination by the landlord
- The possibility of rent review through the courts
Please note: not every space offered as “retail space” automatically falls under 290. If a landlord contracts a space as 230a business space while you are in fact operating a shop there, this can cause legal problems later on. Always have this checked before signing.
How does rent review work with a ROZ lease agreement?
With a ROZ lease agreement for retail space (290 business space), the rent can be reviewed after each five-year period based on the market rental value. This can be requested by either the tenant or the landlord, and if the parties cannot reach an agreement, the court decides based on comparable rents in the area.
The annual indexation based on the CPI is separate from this review. Indexation adjusts the existing rent for inflation. Rent review resets the rent based on what comparable spaces are achieving at that time. In a market where rents have risen, a review can therefore turn out to be considerably higher than the indexed rent.
The reverse also applies: if the market has declined, you as the tenant can request a reduction. In practice, this option is rarely used by tenants, while landlords do make use of it. Knowledge of current market rents per location is indispensable for this. Guidance on lease agreement terms from a specialised retail agent can make all the difference here.
What are the risks of the ROZ contract for tenants?
The greatest risks of the ROZ lease agreement for tenants are the limited flexibility in the event of early termination, the broad definition of maintenance obligations, unexpectedly high service charges, and automatic rent indexation without a cap. Those who are unaware of these risks may find themselves locked into a contract with severe financial consequences.
Specifically, these are the most common pitfalls:
- No break option: Standard ROZ contracts do not include an early termination option. If you want to stop or relocate after two years, you are still bound to the full term, unless you have negotiated a break option.
- Delivery obligation: Upon departure, you must return the space in the condition described in the contract. This may mean that you have to undo any renovations, which can involve significant costs.
- Service charges without a cap: If no maximum has been agreed, service charges can rise annually without you having any influence over this.
- Liability in the event of subletting: Subletting is not permitted in most ROZ contracts without the landlord’s written consent.
Can a ROZ lease agreement be amended before signing?
Yes, a ROZ lease agreement can and may be amended before signing. The ROZ model is a standard starting point, not a law. Both parties can deviate from the general provisions in the contract, include additional clauses, or exclude specific articles. In practice, professional tenants always negotiate the terms.
Amendments that tenants regularly negotiate include:
- A break option after two or three years
- A rent-free period at the start of the term for renovation and fit-out
- A cap on annual indexation
- Clear agreements on the condition of the space at the start and upon departure
- Permission for specific uses that deviate from the standard description
The landlord does not have to agree to all amendments, but a well-substantiated request backed by market knowledge significantly increases the chances of success. Those who know the market position of a location and know what comparable tenants have negotiated elsewhere are in a stronger position at the negotiating table.
KroesePaternotte holds lease agreement data going back to 1984 and covering virtually the entire Dutch retail market. This knowledge is used when assessing lease agreement terms and in negotiations on behalf of tenants. Whether you are renting retail space for the first time in Rotterdam, Utrecht, or Groningen, or moving to a better location: insight into what is in line with the market is the strongest position you can take. Feel free to contact us to discuss what we can do for your situation, or view the current retail space listings across the Netherlands.
Related Articles
- Should international investors buy Dutch retail real estate in 2026?
- What are the biggest risks in the Dutch retail real estate market?
- What are the benefits of a pop-up shop as a first step offline?
- How do you know if service charges for retail space are reasonable?
- When do you need a valuation of retail property?
- How has the Dutch retail market recovered after COVID?
- What is a 303 valuation in the Netherlands?
- How do you finance the opening of a new retail location?
- How do Dutch retail property yields compare to other asset classes?