A ROZ tenancy agreement is a model agreement, not a guarantee that every clause is suitable or unassailable for your business. The model, the version, the general provisions and the special arrangements together determine your position. Before signing, check in particular maintenance, indexation, penalties, security and the permitted use.
Nederlands: Lees dit artikel in het Nederlands: ROZ-huurcontract voor bedrijfsruimte: onderhoud, boetes en indexering
Türkçe: Bu makaleyi Türkçe okuyun: İşyeri için ROZ kira sözleşmesi: bakım, cezai şartlar ve endeksleme
In commercial tenancies, obligations can continue to have effect for years. A low initial rent may be less attractive if you have to replace extensive installations or give a wide-ranging personal guarantee. Therefore, read the full set of documents, not just the cover page with the monthly rent.
Which model and which annexes apply
There are models for different types of commercial premises. An agreement for retail premises has a different context from an office contract. Check the model version, the reference to general provisions and whether you have actually received all the annexes mentioned.
Special provisions may deviate from the standard text. Make clear which arrangement prevails in the event of a conflict. The Netherlands Chamber of Commerce (KVK) describes points of attention for tenancy agreements and demarcation lists. Use a model as a starting point for review, not as a substitute for it.
Maintenance and replacement
Look separately at day-to-day maintenance, periodic inspections, repair and full replacement. “Maintenance at the tenant’s expense” does not always make clear who must renew a worn-out installation. A demarcation list can clarify, per building component or facility, who does what.
Have the condition at the start recorded and ask about known defects and the maintenance history. Also check exclusions of liability and restrictions on rent reduction. There is contractual freedom for commercial premises, but not every exclusion will stand in all circumstances. Also read liability for defects in commercial premises.
Annual indexation
An indexation clause must make clear which index is used, when the rent changes and how the calculation works. Also look at what happens in the event of a negative index, the replacement of an index series or a combination with a fixed surcharge percentage.
Ask for a worked example for the first indexation date. This shows whether the parties mean the same thing. A contractual annual increase is different from the statutory rent review for retail and hospitality premises.
Penalties for late payment or a different use
Check when a penalty is triggered, whether a cure period applies and whether several penalties can be claimed in addition to interest and damages. A clause can have heavy financial consequences for a small administrative error that goes unnoticed for a long time.
A court can reduce a contractual penalty under certain conditions, but businesses should not count on that in advance. It is better to negotiate a clear trigger, a reasonable cap and a workable opportunity to remedy. Also assess whether the clause was validly agreed and applies to your situation.
Deposit, bank guarantee and personal liability
Distinguish between a cash deposit, a bank guarantee and a personal guarantee (suretyship). These forms of security have different consequences for liquidity and risk. Check when the security may be called upon and when it is released.
If you sign on behalf of a private limited company (bv), check whether personal obligations also arise. A signature under an additional guarantee can entail a different risk from signing solely as a director. Ask for a clear cap on the amount, the duration and the obligations covered.
Designated use, permits and handover
The tenancy agreement and the public-law rules on use must match your business plan. A contractual designated use does not automatically provide a required permit. Agree who will investigate and what happens if the intended use is not permitted.
Also record which renovations are permitted and which facilities must be removed at the end. Photographs and a handover report at the start limit disputes years later. A clear end-of-tenancy arrangement is particularly important for costly tenant investments.
Check the version and order of precedence of documents
Request the full contract, the applicable general provisions and all annexes mentioned. Note the model version and date. A reference to “the usual ROZ provisions” without the text being available gives insufficient insight into the obligations you are deemed to accept. Different versions and special provisions may differ in substance.
Make clear which arrangement prevails in the event of a conflict. A favourable clause in an email may give rise to disputes if the signed contract later says something different. Therefore, have relevant commitments included in the final set of documents. The review must concern your specific agreement; a general view that a ROZ model always works out the same way is too crude.
Describe the leased premises and their initial condition precisely
Check the floor plan, floor area, storage rooms, parking spaces and access to shared facilities. Note which installations form part of the tenancy and which are only offered for takeover. A difference between “let with the premises” and “taken over by the tenant” may later be important for maintenance and replacement.
Record the initial condition with photographs and a signed report. Ask about the maintenance history, inspections and known defects of costly installations. An air-conditioning unit that still works at the start may shortly afterwards require costly replacement. Without clear initial information and allocation of costs, a low rent can therefore become unexpectedly expensive.
Reading a demarcation list task by task
A list stating “installation for tenant” is less clear than a breakdown into use, cleaning, periodic maintenance, repair and replacement. For each costly component, ask who carries out and pays for which task. Check whether age-related replacement lies with the same party as a minor malfunction caused by day-to-day use.
Also have it recorded who may place orders and whether prior consent is required. A tenant may be responsible for maintenance without having unlimited authority to alter the building. The KVK stresses the importance of checking the demarcation list. Use that check to open up discussion of concrete amounts and business risks, instead of merely signing off the list as an administrative step.
Indexation with a verifiable worked example
Ask which index series, reference months and formula apply. Check whether a minimum, a surcharge or a limitation in the event of a negative index has been agreed. The first indexation date also deserves attention: it need not always fall exactly one year after your actual opening. Read the text, not just the expected increase mentioned verbally.
A simplified example: with an agreed ratio of 125 divided by 120, an annual base rent of € 24,000 arithmetically becomes € 25,000. This is purely an example of an index ratio with fictitious index figures; they are not current figures from Statistics Netherlands (CBS). For the actual calculation, use the exact series and periods agreed. Do not confuse this annual calculation with a rent review for retail or hospitality premises.
Reading penalties for trigger, accumulation and duration
Check which conduct triggers a penalty, whether a prior warning or cure period applies and how long the penalty continues to accrue. Ask whether performance, interest and damages are also claimed in addition to the penalty. A seemingly limited daily amount can become a considerable risk because of its duration or accumulation.
Prepare a worked example with a realistic administrative error, without assuming that the penalty will later be reduced. Judicial reduction is subject to conditions. Where possible, negotiate a clearly defined breach, an appropriate opportunity to remedy and a cap. At the same time, check whether the clause was validly agreed and, on its proper interpretation, actually covers the incident.
Assessing security and personal obligations separately
A bank guarantee establishes different obligations from a cash deposit or a personal guarantee. Read the conditions under which the landlord can demand payment and the moments at which the security is reduced or released. Also check whether the security must be topped up after a change in rent.
Anyone signing on behalf of a company should check whether a personal undertaking has also been included. A personal guarantee can extend the business risk beyond the company. Have the amount, duration, obligations covered and termination assessed. Do not assume that a quick extra signature is merely a formality, especially if the guarantee also covers future amendments or renewals.
Aligning designated use, permit and operation
Describe your intended activities with sufficient precision and check whether the premises can be used for them both contractually and under public law. The landlord’s consent does not automatically replace a required permit. Conversely, a permit does not make every activity permissible under the tenancy agreement. Align both investigations before major investments are made.
Agree what happens if the intended use is not permitted or only becomes possible later. Consider a clear condition, a commencement date or another agreed arrangement. Also check mandatory opening hours and operating obligations. A period in which you cannot yet open can be financially burdensome if rent and operating obligations are already fully running without an appropriate arrangement.
Considering the end-of-tenancy arrangements from the start
Record which alterations are permitted and which must be removed on departure. Discuss installations, partition walls, signage and cabling. Ask whether consent to install also means consent to leave behind; these are not automatically the same. For costly investments, the possible cost of removal deserves attention in advance.
Check subletting, transfer of the business and the options if your business changes. For premises under Article 290 (retail and hospitality), a statutory route for substituting another tenant may be relevant; the same options do not automatically apply to an office. Make sure the contractual arrangement fits your business plan. A full contract review therefore looks at the opening as well as at growth, sale and departure.
Frequently asked questions about ROZ commercial premises
Is a ROZ contract always in the landlord’s favour?
The outcome depends on the model, the version and any amendments. Read the entire agreement and negotiate the clauses that determine your business risk.
Can I amend standard clauses?
The parties can agree on many matters, within the limits of the applicable tenancy law. Record amendments unambiguously.
Does every penalty apply automatically?
No. Applicability, interpretation, validity and any reduction may be relevant. At the same time, do not assume that a court will always reduce a high penalty.
Is the signed cover page alone sufficient?
No. General provisions, drawings, the demarcation list and special conditions may contain essential obligations.
Does the latest model version automatically apply to my old contract?
No. Check which provisions were actually agreed and whether they were later validly amended. A newly published model does not automatically replace the text of your existing agreement. In a dispute, the specific contract version with its annexes is the starting point.
Does leasing a shell (casco) mean I have to fix every defect myself?
Not necessarily. The description of the leased premises, the allocation of maintenance and the applicable statutory limits must be read together. Ask which components are included in the tenancy and which obligations lie with the tenant or the landlord. The mere word casco does not answer every repair question.
Can a low rent be offset by costly maintenance obligations?
Yes, the total financial burden can be strongly affected by maintenance, replacement, service charges and security. Therefore, draw up an overview of the expected costs over the entire term. Compare offers on the basis of the full obligations, not solely on the monthly base rent.
Does my personal guarantee end if I sell my business?
Not merely because you sell your business. Read the guarantee and check who remains bound towards the landlord and which release conditions apply. An arrangement with the buyer does not automatically bind the landlord. Have any termination of your personal obligation expressly confirmed by the authorised parties involved.
Having a tenancy agreement reviewed
Send the complete set of documents to Arslan Advocaten before you sign or before a dispute escalates. A targeted review makes clear which arrangements determine your costs and business continuity.
