A lease for commercial property is one of the most important legal documents you will encounter as a business owner. It binds you for years to financial obligations and sets the rules for the use of your workspace. Yet many tenants sign without fully understanding all the clauses. In this article, we cover the ten key points that make the difference between a fair contract and a costly pitfall.
1. Lease term and renewal options
The lease term is the foundation of your contract. For commercial property in the Netherlands, there is no statutory minimum term for office space (article 7:230a of the Dutch Civil Code). The most common structures in 2026:
- 5+5 years: An initial term of five years, followed by an automatic renewal of five years. This is the market standard.
- 3+3+3 years: Shorter and more flexible, increasingly applied for smaller office spaces.
- 10 years fixed: For large occupiers who want certainty over a longer term.
- 1-2 years: Short term, common for temporary accommodation or start-up businesses.
Pay close attention to the automatic renewal clause. If you fail to give timely notice, the contract is often automatically renewed for the same term. With a 5+5 contract, missing the notice deadline means you are locked in for five more years. That can cost hundreds of thousands of euros.
Missing the notice deadline on a 5+5 contract can cost you hundreds of thousands of euros. Set a reminder in your calendar at least 15 months before the end of each term.
2. Termination and notice period
The notice period determines how much time you have to decide whether to continue the contract. Twelve months is standard, but variations occur:
- Notice period: Six to twelve months is customary. Some contracts apply six months for the initial term and twelve months for renewal periods.
- Form of notice: Almost always in writing, by registered letter or bailiff's writ. Terminating by email or verbally is legally risky. The ROZ model requires termination by bailiff's writ or registered letter with confirmation of receipt.
- Early termination fee: Some contracts contain a compensation clause for early termination. This can amount to the remaining rent for the full term.
Tip: Include in the contract that termination by email with read receipt is also permitted. This is more practical and prevents missing a termination deadline because you could not get to the notary or bailiff in time.
3. Rent and indexation clause
The rent in the contract is the base rent per square metre per year, excluding VAT and service charges. The indexation clause determines how the rent is adjusted annually. In the Netherlands, the consumer price index (CPI) published by Statistics Netherlands (CBS) is almost always used.
Points to note:
- Index: CPI all households is the standard. Some landlords try to use an alternative index that produces a higher figure.
- Indexation date: Check when the indexation takes effect. This is usually on the anniversary date of the contract.
- Cap: Negotiate a maximum percentage per year. Without a cap, rent can rise sharply in years of high inflation. A cap of 3-5 per cent is reasonable.
- Market rent review: Some contracts contain a clause giving the landlord the right to request a market rent review after five years. If market rents have risen, your rent can increase substantially in one go.
In 2026, CPI indexation in the Netherlands is around 2.5-3.5 per cent. On a rent of EUR 200,000 per year, that means an annual increase of EUR 5,000-7,000. Over five years, the cumulative increase amounts to EUR 25,000-35,000.
4. Service charges and settlement
Service charges are the additional costs for communal facilities and services. They are generally invoiced monthly as an advance payment, with an annual settlement based on actual costs.
- Advance vs fixed amount: With an advance system, you can receive money back if actual costs are lower, but also face a surcharge if they are higher. With a fixed amount, you know exactly what you pay, but do not benefit from lower-than-expected costs.
- Specification: Insist on a detailed budget of service charges and an annual itemised settlement. Vague descriptions such as 'other costs' are unacceptable.
- Reasonableness test: In the Netherlands, service charges must be 'reasonable'. You can challenge unreasonably high service charges, but the burden of proof lies with you as tenant.
- Management fee: Many landlords charge a management fee of 3-5 per cent on the service charges. This is negotiable.
Also read our comprehensive article on service charges for commercial property for a complete overview.
5. Maintenance obligations and demarcation
One of the most common sources of conflict in commercial lease relationships is the division of maintenance obligations. The ROZ model uses a demarcation list indicating which items are the landlord's responsibility and which are the tenant's.
- Landlord (typically): Structural elements (roof, facades, foundations), communal installations, exterior paintwork, replacement of installations at end of life.
- Tenant (typically): Interior maintenance (paintwork, floors, sanitary fittings), minor maintenance on installations, replacement of lamps and filters, day-to-day upkeep.
The demarcation list is negotiable. Always ask for an itemised list and check who is responsible for expensive installations such as air conditioning, lifts and sprinkler systems. The cost of replacing an air conditioning system can amount to EUR 50,000-150,000 — you do not want this landing unexpectedly on your plate.
Check the demarcation list carefully. Replacing an air conditioning system can cost EUR 50,000-150,000. You do not want this falling to you as tenant.
6. Permitted use clause
The permitted use clause determines what you may use the space for. This may seem like a formality, but it can have far-reaching consequences:
- If your business activities change and fall outside the contractual designation, the landlord can terminate the contract.
- Check that the designation is broadly enough formulated to cover future activities. 'Office work in the broadest sense' is better than 'administrative services'.
- Check that the local zoning plan permits the intended use. The landlord rarely guarantees this.
- Watch for any non-compete clauses: may the landlord let space in the same building or complex to a direct competitor?
7. Subletting and assignment
Subletting can become relevant if your business downsizes or if you do not use part of the space. Assignment becomes important if you sell your business and the buyer wants to take over the lease.
- Subletting: In most commercial contracts, subletting is prohibited unless the landlord gives written consent. Negotiate a subletting clause at the outset, especially if you are renting more space than you immediately need.
- Assignment: The right to assign the lease (transferring the contract to a third party, for example on a business sale) is not legally regulated for office space. You must arrange this contractually.
- Operating obligation: Some contracts contain an operating obligation: you are required to actually use the space. This can make subletting or vacancy problematic.
8. Condition at surrender
The lease describes in what condition you must return the space at the end of the tenancy. This is one of the most underestimated clauses with potentially enormous financial consequences:
- 'Original condition': You must reverse all alterations. Partition walls, cabling, floor coverings — everything must be removed. Costs can amount to EUR 100-250 per m².
- 'Good state of repair': You do not need to reverse alterations, but the space must be in a good state of repair. Less costly but still significant.
- 'Condition at commencement taking into account normal wear and tear': The most reasonable formulation. You return the space to its initial condition, minus normal wear and tear.
Essential: At the start of the lease, make a comprehensive inspection report with photographs and have it signed by both parties. Without this document, you will have nothing to fall back on if a dispute arises about the original condition at the end of the lease.
9. Penalty clauses and liability
Commercial leases often contain penalty clauses that come into effect on non-compliance. The most common:
- Penalty for late payment: The ROZ model applies 2 per cent per month on the overdue amount, with a minimum of EUR 300 per month. This equates to 24 per cent per year — substantially higher than the statutory interest rate.
- Penalty for unauthorised alterations: Alterations to the premises without permission can lead to a penalty and an obligation to reinstate.
- Penalty for use contrary to the designation: Using the space for purposes other than contractually agreed can result in a penalty and, in the worst case, termination of the lease.
Negotiate the penalty clauses. A penalty of 2 per cent per month is disproportionate. Try to reduce this to the statutory commercial interest rate or a fixed daily amount with a reasonable cap.
10. Break options and special provisions
Break options give you the ability to terminate the contract early under pre-agreed conditions. This is one of the most valuable clauses you can negotiate:
- Diplomatic clause: The right to terminate the contract in the event of force majeure, bankruptcy, or reorganisation. Not included as standard but negotiable.
- Turnover clause: The right to terminate if turnover falls below a certain level. Particularly relevant for retail.
- Break option after three years: On a five-year contract, the option to give interim notice after three years, with a six-month notice period and possibly a buy-out fee.
Other special provisions to negotiate:
- Right of first refusal on sale: The right to purchase the property if the landlord wishes to sell.
- Expansion option: The right to rent adjacent space if it becomes available.
- Non-compete provision: The landlord does not let space in the same building to direct competitors.
The commercial lease is not a document to skim through and sign quickly. Take your time, ask questions, and have the contract reviewed by a specialist lawyer. The cost of legal advice (EUR 2,000-5,000) is a fraction of what an unfavourable clause can cost you over the term. Want to walk through the entire rental process step by step? Read our complete guide to renting office space. Or dive into terminating a commercial lease if you already have a running contract.
