Are proposals and contracts the same thing?

Question

I've been freelancing as a UX designer for a year and a half, and I'm now in the midst of writing more project proposals. My previous round of proposals was nearly a year ago. I followed the format that Russ Unger and Carolyn Chandler recommend in A Project Guide to UX Design. The project I landed in that round gave me work for most of this year, so my proposal writing skills are a bit rusty coming back to this now. A prospect called me last week and asked me to write a proposal.

There are several things I wanted to include in this next proposal if legally possible, which are not mentioned in the Project Guide To UX Design:

1. The right to use the work I create in this project in my portfolio
2. What to do if the client doesn't pay (either a flat fee or a percentage of the unpaid invoice)
3. Cancellation fees
4. Policies for revisions (a lesson learned from the my most recent project)

Searching the web today for standard language to use for these, I found a Smashing Magazine article with a contract template. It has several sections I've never seen in a sample proposal, such as things about the Uniform Commercial Code, Code of Fair Practice, and Limitation of Liability.

So, rolling these sections into my existing proposal template, I'm starting to think that I have two separate documents in one. The document is also starting to get quite long, and this proposal is for a short project. So I have several related questions:

1. Are proposals and contracts the same thing? If not:
2. What are the differences between the two?
3. In which stages of the project would I send a proposal, and in which stages of the project would I send a contract?
4. Would I need to send both a proposal and a contract to a client? If so, would I need them to sign both before I could start work?

Answer 1

No.

A Contract is the terms and conditions you lay down, normally across all projects (it is often a generic document).

A Proposal is job specific. It lays out what the project aims to achieve, the features it may have and timescales.

The only variation is where the price is located. Some people put this in to the contract, however really it should be with the proposal so if the specification changes you can update the proposal and price without redoing the contract etc.

I normally send them together so the client can have everything together. All legal bits, if you don't pay and so forth, should be in the contract. I also ask my clients to sign both documents when they are happy to proceed.

Just remember this: A proposal should do the selling (less is more!) and a contract is for all that extra stuff you have to say.

Sources: http://www.ehow.com/info_8406405_difference-between-contract-proposal.html and http://www.sageweddingpros.com/2012/02/21/proposals-vs-contracts/

Answer 2

1. Definitely not. A contract is done by attorneys, whereas a proposal can be sent by a garbage man.

2. Just said. One is legal document which protects your right and your pocket, the other is your estimation of costs put in nice words.

3. Contract goes only in the end! Before you start working!

4. Not at the same time. He does not need to sign the proposal, but you can put a line in the contract saying like "Hereby I acknowledge that I have seen and read the proposal sent by XYZ and I am totally aware of its blah blah blah".

What you can do is what large companies does: make some official documents describing your way of work, liabilities, and so on. And during the conversation send it to a client to read it. It does not have to do anything with the contract since in the contract you will state that the client has read those document.

Of course, this is all amateurish. If you want to do it properly, then you'd have to hire a legal advisor. It's your money in the game and mistakes can cost you much.