COMMERCIAL LEASE AGREEMENT
Ireland · Full Repairing And Insuring Lease
LANDLORD
Liffey Properties Ltd.
33 Lower Baggot Street, Dublin 2, D02 TY61 · CRN: 123456 · VAT: IE1234567T · +353 1 234 5678 · info@liffeyproperties.ie
By: Brendan Walsh, Director
TENANT
Dublin Retail Solutions Ltd.
8 Grafton Street, Dublin 2, D02 DR65 · CRN: 654321 · VAT: IE7654321F · +353 1 876 5432 · aoife.kelly@dublinretail.ie
By: Aoife Kelly, Managing Director
15 O'Connell Street, Dublin 1, D01 T6V4
Rent: EUR 48,000.00/year · 120 sq m · Retail sale of clothing and accessories
This Commercial Lease Agreement ("Lease") is entered into as of 1 June 2026 between Liffey Properties Ltd. ("Landlord") and Dublin Retail Solutions Ltd. ("Tenant"). This Lease is governed by Irish law including the Landlord and Tenant (Amendment) Act 1980, the Landlord and Tenant Acts 1967–1994, and applicable common law. The parties confirm they have received or have had the opportunity to obtain independent legal advice before execution.
1.
DEMISE
The Landlord hereby demises and leases to the Tenant the commercial premises ("Premises") located at 15 O'Connell Street, Dublin 1, D01 T6V4 of approximately 120 square metres ("the Property"), together with the right to use all shared or common parts of the building as reasonably necessary for the Tenant's use of the Premises. The Premises comprises: Ground floor commercial unit comprising retail area, storage room, and WC facilities.. The Premises shall be used only for the Permitted Use set out in Clause 6 below and for no other purpose without the prior written consent of the Landlord.
2.
TERM
The Lease shall commence on 1 June 2026 and expire on 31 May 2031 ("the Term"), unless sooner determined in accordance with the provisions of this Lease. Time is of the essence in relation to all dates and notice periods set out in this Lease. The Tenant shall deliver vacant possession of the Premises to the Landlord in the condition required by this Lease on or before the expiry or earlier determination of the Term.
3.
RENT
The Tenant shall pay to the Landlord a rent of EUR 48,000.00 per annum ("the Rent"), payable quarterly (in advance) (being EUR 12,000.00 per instalment), in advance, by bank transfer to such account as the Landlord may from time to time nominate in writing. The first payment of rent shall be due on the commencement date. For the first 3 month(s) of the Term (the "Rent-Free Period"), no rent shall be payable. The Rent shall commence on the date falling immediately after the expiry of the Rent-Free Period. All sums payable under this Lease are exclusive of VAT. If the Landlord has exercised an Option to Tax in respect of the Premises under the Value-Added Tax Consolidation Act 2010, the Tenant shall in addition pay to the Landlord an amount equal to any VAT chargeable thereon at the rate applying at the time of payment.
4.
RENT REVIEW
The Rent shall be reviewed on every 5th anniversary of the commencement date of the Term ("Review Date"). At each Review Date, the Rent shall be revised by reference to open market value (upward-only). The revised rent shall not be less than the Rent payable immediately before the relevant Review Date (upward-only review). The revised open market rent shall be assessed by reference to a willing landlord and a willing tenant, on the basis of a hypothetical new letting of the Premises on the open market on the Review Date, on the same terms as this Lease (other than as to the amount of the Rent), disregarding any effect on rental value of: (a) the Tenant's occupation; (b) any goodwill attributable to the Tenant's business; and (c) any improvements carried out by the Tenant with the Landlord's consent otherwise than as required by this Lease. If the parties cannot agree the revised Rent within three (3) months of the Review Date, the matter shall be referred to an independent chartered surveyor acting as an expert (not arbitrator), whose decision shall be final and binding. Costs of the surveyor shall be shared equally between the parties unless otherwise directed.
5.
OUTGOINGS AND SERVICE CHARGE
The Tenant shall be responsible for paying all commercial rates levied by the relevant local authority in respect of the Premises under the Valuation Act 2001 as amended by the Valuation (Amendment) Act 2015. The Landlord shall insure the building in which the Premises is located against loss or damage by fire and other standard perils in its full reinstatement value. The Tenant shall insure its own contents, stock-in-trade, and trade fixtures and fittings, and shall maintain public liability insurance in respect of the Premises in a minimum sum of EUR 6,500,000 per occurrence. The Tenant shall provide evidence of insurance to the Landlord on request. No service charge is payable under this Lease.
6.
USE
The Tenant shall use the Premises only for the purpose of Retail sale of clothing and accessories ("Permitted Use") and for no other purpose. The Tenant shall not carry on any trade or business that is noxious, offensive, or a nuisance to the Landlord or to occupiers of neighbouring properties. Any proposed change of use requires: (a) the prior written consent of the Landlord (which shall not be unreasonably withheld or delayed); and (b) where required, planning permission under the Planning and Development Act 2000 (as amended). The Tenant shall comply with all statutes, statutory instruments, by-laws, and regulations applicable to its use and occupation of the Premises, including fire safety obligations under the Fire Services Act 1981 (as amended by the Fire Services Act 2003) and health and safety obligations under the Safety, Health and Welfare at Work Act 2005.
7.
REPAIR AND DECORATION
This Lease operates on a Full Repairing and Insuring (FRI) basis. The Tenant shall, throughout the Term: (a) keep the interior of the Premises (including all internal walls, ceilings, floors, plumbing, heating, electrical and mechanical installations, glass, and fixtures and fittings) in good and substantial repair and condition, fair wear and tear expected; (b) keep the interior of the Premises in a clean and tidy condition; (c) redecorate the interior of the Premises (to the Landlord's reasonable satisfaction) in the last year of the Term and in any event not less than every five years. The Landlord shall maintain the structure, exterior walls, roof, and common parts of the building in good repair. At the expiry or earlier determination of the Lease, the Tenant shall yield up the Premises in the state and condition required by this Lease, failing which the Landlord may carry out such works as are necessary and recover the reasonable cost from the Tenant. Additional Conditions: Tenant shall carry out fit-out works in accordance with the Landlord's fit-out guide. All fit-out works require Landlord's prior written approval and must be completed by a suitably qualified contractor.
8.
ALTERATIONS
The Tenant shall not make any structural alterations to the Premises. The Tenant shall not carry out any non-structural alterations, additions or improvements to the Premises without the prior written consent of the Landlord, which consent shall not be unreasonably withheld or delayed in respect of non-structural works that do not detract from the value or lettability of the Premises. Any works carried out with the Landlord's consent shall be carried out: (a) by a suitably qualified and insured contractor; (b) in compliance with all applicable planning, building control, and health and safety legislation; and (c) in a good and workmanlike manner. At the expiry of the Term, the Tenant shall, if required by the Landlord, reinstate all or any approved alterations to the original condition at the Tenant's expense.
9.
ASSIGNMENT AND SUBLETTING
The Tenant shall not assign the whole or any part of the Premises, nor sublet the whole or any part of the Premises, nor share or licence possession or occupation of the Premises, without the prior written consent of the Landlord. The Landlord shall not unreasonably withhold or delay such consent in accordance with the Landlord and Tenant (Amendment) Act 1980. In considering any application for consent, the Landlord may take into account the financial standing, creditworthiness, and suitability of the proposed assignee or subtenant. A licence to assign or sublet shall be prepared by the Landlord's solicitors, and the Tenant shall pay the Landlord's reasonable legal costs in respect thereof. The Tenant shall remain liable to the Landlord under the covenants of this Lease notwithstanding any permitted assignment.
10.
STATUTORY RIGHT OF RENEWAL
The Tenant is entitled to exercise the statutory right of renewal conferred by s. 17 of the Landlord and Tenant (Amendment) Act 1980 upon satisfying the qualifying period of five years of continuous occupation as a business tenant. Where the Tenant exercises the right of renewal, the terms of the new tenancy (including rent) shall be determined by agreement or, failing agreement, by the Circuit Court or High Court under the 1980 Act. The Landlord may resist renewal only on the grounds specified in the 1980 Act (including intention to demolish or reconstruct, or requirement for own use).
11.
INSURANCE
The Landlord shall maintain in force throughout the Term a policy of buildings insurance covering the Premises against loss or damage by fire, storm, flood, impact, and such other risks as are from time to time insured against by a prudent commercial property owner, for the full reinstatement value. The Tenant shall maintain public liability insurance in respect of the Premises in an amount not less than EUR 6,500,000 per occurrence, and employer's liability insurance as required by law. Both parties shall produce evidence of insurance to the other on reasonable request. In the event that the Premises is rendered unfit for occupation by an insured risk, the Rent shall cease to be payable for so long as the Premises remains unfit for use, unless the damage was caused or contributed to by the act, omission, or negligence of the Tenant.
12.
TERMINATION
This Lease shall determine on the expiry of the Term or on any earlier valid termination in accordance with its terms. Additionally, the Tenant may terminate this Lease by serving written notice not less than 6 months before the Break Date of 31 May 2028 ("Break Clause"). The Break Clause may only be exercised where: (a) the Tenant is not in arrears of rent on the Break Date; (b) the Tenant has complied with all material obligations under this Lease; and (c) vacant possession of the Premises is delivered on the Break Date. Time is strictly of the essence in exercising the Break Clause. On determination of the Lease for any reason, the Tenant shall forthwith yield up vacant possession of the Premises to the Landlord in the state and condition required by this Lease. If the Tenant holds over after the expiry of the Term without the Landlord's written consent, the tenancy shall be terminable by not less than one month's written notice from the Landlord, save that the holding over Tenant may acquire statutory renewal rights under the Landlord and Tenant (Amendment) Act 1980 if the qualifying period is met.
13.
DATA PROTECTION
Each party shall comply with all applicable data protection legislation, including the Data Protection Acts 1988–2018 and EU General Data Protection Regulation 2016/679 (GDPR) as implemented in Ireland. Each party shall process the other party's personal data only to the extent necessary to perform obligations under this Lease or to comply with legal requirements. Neither party shall disclose the other's personal data to third parties except as required by law. The parties shall each implement appropriate technical and organisational security measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage.
14.
GOVERNING LAW AND JURISDICTION
This Lease shall be governed by and construed in accordance with the laws of Ireland. The parties irrevocably submit to the exclusive jurisdiction of the Circuit Court or High Court of Ireland (as appropriate to the rental value and nature of the claim) in relation to any dispute arising out of or in connection with this Lease, including disputes as to validity, breach, termination, or interpretation. Nothing in this clause shall limit either party's right to seek urgent injunctive or interim relief from a court of competent jurisdiction.
15.
PERSONAL GUARANTEE
In consideration of the Landlord entering into this Lease with the Tenant, Aoife Kelly of 18 Ranelagh Road, Dublin 6, D06 HX44 ("Guarantor") hereby unconditionally and irrevocably guarantees to the Landlord the due performance of all of the Tenant's obligations under this Lease, including the payment of all Rent and other sums. The Guarantor's liability under this guarantee shall not be affected by: (a) any variation or amendment to this Lease; (b) any time or indulgence granted to the Tenant; (c) the insolvency, winding-up, or dissolution of the Tenant; or (d) any other act or omission which would, but for this provision, operate to discharge the Guarantor. This guarantee is a continuing security for the duration of the Term and shall remain in force notwithstanding any intermediate discharge or settlement. The Guarantor's obligations under this guarantee are co-extensive with those of the Tenant. The Guarantor confirms having received independent legal advice in relation to this guarantee.
16.
GENERAL PROVISIONS
Entire Agreement: This Lease constitutes the entire agreement between the parties relating to the Premises and supersedes all prior agreements, representations, and understandings. Amendments: No amendment to this Lease shall be effective unless made in writing and signed by both parties. Waiver: No failure or delay in exercising any right under this Lease shall operate as a waiver. Severability: If any provision is found invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Notices: Notices shall be in writing and served by personal delivery, registered post, or email (with proof of delivery) to the addresses stated in this Lease. Notices by post shall be deemed received 2 working days after posting. Electronic Execution: This Lease may be executed electronically under the Electronic Commerce Act 2000 (s. 13) and EU Regulation No 910/2014 (eIDAS). Counterparts: This Lease may be executed in counterparts, each of which shall be an original. Legal Costs: Each party shall bear its own legal costs in the preparation and execution of this Lease unless otherwise agreed in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.
LANDLORD
Brendan Walsh
Director
Liffey Properties Ltd.
Date: ____________________
TENANT
Aoife Kelly
Managing Director
Dublin Retail Solutions Ltd.
Date: ____________________
GUARANTOR
Aoife Kelly
Date: ____________________
